Fairy Tail's Hellhound
by JD98
Summary: In X768 Minato Namikaze gave his life to seal away a Demon of Zeref into his new born son. Minato's last wish was for his wife, Kushina Uzumaki to take their son to her former guild, Fairy Tail. Challenge from mellra. Don't own either series.
1. A Father's Gift, a Mother's Promise

Fairy Tail's Hellhound

Disclaimer: I don't own FT or Naruto

A/N: Hey guys, yet another challenge from mellra, anyway I hope you all enjoy it.

Chapter 1: A Father's gift, a Mother's promise.

* * *

Leaf Village, Fiore, X768.

"Dammit." Minato Namikaze grunted as he fell to one knee, a gash in his side bleeding profusely. At the young age of twenty-three he had risen quickly through the ranks of the Magic Council, obtaining position of Vice-Chairman. A feat made even more impressive by his ability to simultaneously balance both his position in the council and his duty as his hometown's mayor. His magic is a combination of Teleportation and Light magic, though his greatest strengths lie in his vast knowledge of Runes and Lacrima. Unfortunately, none of this was able to help him in the slightest against his current opponent.

" _This_ is the best you can do? With everything I've heard about you I thought you would actually give me a challenge, but nope, you're just another pathetic human after all!" His opponent cackled, the creature's name was Jackal, a member of the dark guild Tartaros of the Balam Alliance. He appears as a young muscular man with shoulder-length blond hair, part of it constantly covering the left side from sight, like his name sake he has a number of animal features: Part of the hair atop his head juts upward in a pair of prominent, ear-shaped protrusions and pointed, triangular teeth. His nose is small, black and canine-like and a furry tail the same colour as his hair protrudes from his lower back. His only visible eye has a dark, slit pupil, it also bears a thick, black outline. Underneath and above his eyes are small, black spots; similar shapes are present along his forearms, eventually the shapes converge at his wrists, turning his hands completely black. He wears a black vest, white, baggy pants and a long scarf is wrapped around his neck.

A few hours earlier the dark guild member had walked in to the village and then started bombing the area with his Curse. Many were injured in the blast; regardless it was still successful in gaining Minato's attention. The Vice-Chairman, along with the village's security force had immediately engaged the Tartaros member, unfortunately Jackal was as deadly as he was sadistic and quickly proved it by decimating the security forces. Now Minato and Jackal were the only combatants left. Thankfully Minato's skills meant he was able to last as long as he had, though Jackal eventually started fighting dirty. He had begun aiming his explosions at the villagers nearby that had yet to evacuate. Meaning Minato focused on keeping the villagers out of danger, causing him to slowly but surely exhaust his magic. The second the Magic Council member had to stop to recuperate, the ground beneath him exploded in a Landmine Curse, Minato was able to barely avoid it in time, however, the explosion caused a sharp piece of debris to lodge in his side. This resulted in the large gash causing the blood loss that was slowly killing him, whereas Jackal didn't even look remotely winded.

Minato coughed up a glob of blood and glared at the dark guild member, and coughing out a response, "Even if I die, you'll never get what you want, I swear this on my word as the leader of this village!"

Jackal's cackling ceased but he still kept an arrogant smirk "Tch, you know this could have been much easier? All I wanted was information on Face. Now look where we are; you're half dead and your village is barely more than a smoking crater, this could end right now if you tell me what I want to know. Otherwise I'll just have to go after someone who you care about… like maybe your wife and that new born brat." He sneered.

"You monster! I'll never let you hurt them. Besides, if I tell you you'll just kill us all anyway." Minato shouted defiantly, taking a knife from his belt and hurling it at Jackal.

"Heh, saw through that huh? Not that it matters." Jackal said, tilting his head to avoid the projectile, then getting ready to charge forward, "We'll just have to ask your success-urk!" Jackal started before a light-enclosed fist exploded from his back.

Shakily the demon turned his head, to see that Minato was now standing behind him, having used his Light magic to deal the critical blow. "H-how? You barely had enough magic left to move, never mind teleport before I could see you." Jackal croaked out, obviously surprised at the sudden change tide of the battle.

Minato gave a tired, yet triumphant smirk, pulling his fist from Jackal's chest, causing both fighters to collapse to their knees, "Pay closer attention to your surroundings. Look at the knife at your feet." When Jackal did so he gasped, engraved into the hilt of the knife were Runes, "Those Runes hold a small amount of my Teleportation magic, allowing me to transport instantly to the knife's location without wasting any magic, the rest of my magic was focused into my fist to end you!"

"You'd sacrifice yourself to kill me?" Jackal asked in shock, even if Minato wasn't in his current state exhausting one's supply of magic was fatal, though Jackal's features quickly relaxed into a smirk as he closed his eyes, "Heh, it doesn't matter, even if I die here my guild will revive me. Then we'll come back, wipe this pathetic little village off the face of the Earth and go after the next person who knows about Face!" Jackal proceeded to start laughing again.

Minato's eyes gained a mischievous glint to them as he pulled a small Lacrima crystal out of his pocket, "Don't be so sure of that." He said, thrusting the crystal into Jackal's chest, abruptly cutting off the demon's laughter.

"W-what the hell did you do to me you damn human?!" Jackal growled out as he looked down at the now-glowing Lacrima embedded in his chest.

Minato smiled and moved into a sitting position, "I've heard a rumour about your guild. How none of you are humans, but demons from the Book of Zeref, glad to see they're true, it's given the perfect opportunity to test my Demon Sealing Lacrima. Originally, I was going to use it on Deliora or one of the other demons, but this will have to do. It should prevent any chance of revival and instead turn you back into the Ethernano you're made of!" He explained

Jackal snarled in anger, "Curse you, one day I'll get out, and when I do I'll-" He was cut off mid-rant as the Lacrima sealed him completely, silencing the creature forever. Minato sighed with relief before passing out.

Minato now lay on a medical bed with his village's doctor going over his injuries with a grim look. Off to the side was Kushina, Minato's wife, her eyes were filled with worry as she held a small bundle in her arms. After several hours the doctor came over to an expectant Kushina.

"I'm sorry." He said, taking off his medical gloves, "The damage is too severe, the debris nicked several vital organs, combined with the blood loss and magic depletion, I'd give him maybe an hour left."

Tearfully, Kushina nodded her head, holding the bundle close and walked over to her dying husband. When she got to his side, Minato's eyes weakly fluttered open. Seeing his wife standing over him, he cracked a small smile. "Hey Kushina, I'm glad to see you and Naruto are alright."

"Moron." Kushina mumbled playfully, even as he lay dying Minato would always try to get her to smile for him. "You always have to go and push yourself too hard, yah know? Now look at you, it's finally caught up with you."

After giving a quiet laugh Minato asked, "Kushina, can I hold Naruto please?"

Nodding in agreement Kushina unfolded the bundle, beneath the blankets a baby boy was revealed. The child couldn't have been more than a few months old, he had a patch of blond hair and three whisker-like birth marks on each cheek. Minato gently held the boy close, when he did so, the baby's eyes opened to reveal crystal blue pools. "Hey Naruto," Minato began, softly speaking to the infant, "I'm sorry you have to see me like this. I wish I could be a part of your life in the future, I know no matter what you'll do me proud. Just remember, your daddy loves you and listen to your motor mouth mother."

Naruto looked at his father for a few moments before he yawned and went back to sleep. Both parents chuckled at this before Minato looked at his wife with a serious expression, "Kushina…" He began, "I want to ask you to do something that you're not going to like, but before you say anything I want you to hear me out."

Kushina narrowed her eyes in suspicion, but motioned for Minato to continue. The Vice-Chairman's response was to reach under his bed sheets and pull out the Lacrima that contained Jackal's essence. Now the crystal was yellow in colour with black flecks dotted throughout. Minato seemed hesitant before he hardened his resolve. He decided to go with the direct route, given the person he was talking to, "I want this Lacrima to be implanted into Naruto."

Kushina's eyes widened in shock and she opened her mouth as she got ready to hurl a tirade at what would possess her husband to think implanting the essence of a murderous psychopath into their own son. However, Minato raised his hand in a stop gesture, looking at his wife seriously, "I told you to hear me out, please." Slowly, Kushina settled down, though the frown on her face was a clear indicator she was sceptical about the idea.

Minato continued, "Thank you, now as to why I've decided this. I fear what happened today is simply the first step in something big, something bad, and something the world won't be ready for when the time comes. The information that demon was asking for were some of the highest kept secrets of the Magic Council. The fact at least one member from that accursed Alliance knows of its existence is troubling enough. Their methods clearly show they aren't above using force to get what they want. Someday, they may find out what they want and when they do, I want to make sure my family is ready for when that time comes."

He held up the Lacrima before continuing, "That demon, Jackal, if the information the council gathered was correct wasn't human at all and if I hadn't sealed his essence into this Lacrima, he would have been reborn by some method Tartaros knows. Also, his magic felt like no other magic I've ever encountered, and I have a feeling he wasn't even that guild's strongest member. If the other members have such magic I want to be able to fight fire with fire, but the only way to do that is to implant a Lacrima and train the person in how to control the power. I would have asked you, but Lacrima implantation is risky, especially if the subject has already awakened their magic. Which is why the procedure is best done on a small child or an infant. As for why Naruto, could you really ask me to place this burden on another child if I wasn't willing to do it to my own? Besides, I'll pass easier knowing Naruto will be better able to protect himself in the future."

Kushina's face was creased with worry lines, while there were certainly no gaps in Minato's logic his plan certainly had lots of 'what ifs'. She also didn't like the idea of their son using the magic of the demon that attacked their village. But, as long as she had known Minato his intuition on these matters had never once failed. Plus, with her husband on his deathbed, could she really refuse?

Kushina sighed before continuing, "…All right, I don't like it, but I'll do it. Though, keep in mind that if you're wrong about this, I'll beat you up so badly you'll come back to life just to beg for mercy!" She finished as a dark aura surrounded her and her hair began to float in a non-existent breeze.

At this Minato couldn't help but laugh nervously, but it soon turned into a coughing fit, "Kushina… I feel my time is coming… could you do me one last favour after I pass?"

"O-of course." Kushina stammered, beginning to tear up, leaning in so she wouldn't miss her love's last wish.

"Take Naruto… to your old guild… take him… to Fairy Tail. I… know he'll be safe there. I love you… Kushina…Na…ruto." And with that Minato Namikaze passed away, leaving behind a sobbing wife and a crying son.

* * *

Three months later

Kushina took a deep breath nervously as she stood outside the doors to the guild she hadn't set foot in for nearly three long years with a bundle strapped to her back. She was hit by a wave of nostalgia as she stepped through the doors, nothing much had really changed about the guild. Sure, there were different faces, but there was the same partying, the same brawls, the same comradery and the same feeling of family the guild she loved had when she joined at the tender age of ten years old. Going along the wall so she wouldn't attract too much attention, avoiding flying debris with practiced ease, she made her way to a familiar old man wearing an orange and blue-striped jester outfit. When she reached the old man, she tapped him gently on the shoulder, when he turned to her the old man couldn't contain the excited gasp that left him, "Kushina!" A few heads turned their direction as Makarov used his Titan magic to enlarge his arms and wrap them around the young woman and give her a gentle hug, "You came back!"

"Hello master." Kushina smiled happily, glad that the old man hadn't forgotten her after so long.

"It's been too long child!" He exclaimed enthusiastically before muttering, "You could have written to let us know you were coming, you know?"

"I know." Kushina replied, though her smile vanished as she addressed Makarov with a more serious expression, "Master, can I speak to you in private? It's urgent."

Makarov nodded, becoming quite worried when the normally happy young woman suddenly became serious. Leading her to his office, Makarov locked the door behind him and put up a Silencing spell to deter eavesdroppers. He then turned to the redhead and asked in a worried tone, "What's wrong?"

Taking another deep breath, Kushina explained everything that had happened to the Wizard Saint since she left the guild to marry the youngest Magic Council member Minato Namikaze. Then telling Makarov about Minato's last wishes, the master placed a comforting hand on the woman's now trembling shoulder. When she finished, the normally strong young woman had broken down in tears, letting out the emotions she'd been holding back for the last few months.

After she had calmed down the two took their respective seats, Kushina taking the bundle off her back and holding it maternally. Getting behind his desk, Makarov looked at Kushina sympathetically with his hands folded, "I'm so sorry to hear about Minato, he was a good man and one of the few on the Council who would stick up for Fairy Tail besides Yajima. I take it, the bundle is Naruto?"

Kushina nodded as Makarov continued, "How did the implantation process go? I know from experience with Ivan thinking he could be clever with Laxus about a year ago, so I know the difficulty of the process."

"The implantation itself went off without a hitch, but afterwards there were a few… changes."

"Changes?" Makarov asked.

Instead of verbally answering Kushina unwrapped the blankets to reveal a sleeping Naruto. Like earlier he had his father's blond hair, his mother's face and three-whisker like birthmarks on each cheek. Though there were several noticeable differences from how he looked three months ago: two spikes of blond hair were longer than the rest, making them look like fox ears, he had black markings on his wrists that converged at the hands, colouring them completely black, his nose was black and canine-like, his feet now had blond fur and appeared as a mix of a dog's paw and an ape's foot, and last, but not least, a blond coloured, dog-like tail waved lazily behind him.

Kushina went on to explain, "A few hours after the Lacrima was implanted, Naruto's body experienced these changes. I can only assume that the magic within was trying to create a body more suited to its needs and gave him characteristics from that Tartaros member Jackal to compensate. I've run several tests and although his mind and soul remain intact, his body is like that of a Demon from the Book of Zeref." Kushina finished, with a downcast expression.

Makarov went to comfort the woman he still saw as one of his children, "There, there it will be alright."

"Alright!" Kushina shouted, "Not only has my son lost his father, but his humanity all before he's even a year old! I'm his mother and I let that happen, how is that alright?!" She finished, her voice filled with self-loathing.

Makarov's arms once again embraced her as he spoke in a grandfatherly voice, "You're a mother who did what was best in a desperate situation. No one but the dark guild is to blame for this misfortune. As for your son losing his humanity," Makarov looked down to see Naruto still in his mother's arms, now cuddling his tail like it was a teddy bear, "Even if the rest of the world rejects him for his looks, you will always be there for him, just as Fairy Tail will be there for both of you."

Kushina looked up, startled at the response, "Master, does that mean…?"

Makarov laughed, "Of course my wayward child! Both you and Naruto can become members immediately. Besides do you remember the Three Rules of Fairy Tail when a member leaves? It may tell you not to reveal sensitive information about the guild but it also states that so long as you remain true to Fairy Tail's teachings, you will always be welcomed back into the guild with open arms. As for Naruto, fear not, far stranger members have joined our ranks and if anyone has problem with it they can answer to me!"

Kushina began crying again, though this time not out of sorrow, instead it was out of joy. As this occurred a red Fairy Tail stamp on the back of her thigh faded back into existence. Her son would soon bare a similar insignia only in orange and on his stomach.

Fairy Tail had simultaneously regained an old member and gained a new one!

* * *

Time skip, X778

"Come on, this is the best you've got? Booooring!" A now ten-year old Naruto taunted a Gorian, him and his friends had been assigned to take down a den of the semi-sentient apes within the East Forest. Naruto looked like an older version of himself as a baby, including his more demonic features. He wore an orange vest, black shorts, no shoes, exposing his claw-like feet and a pair of goggles were strapped around his neck. His blond tail wagged excitedly as he leapt over a second Gorian, causing it and the one chasing him to collide. Twisting in mid-air and pulling his goggles over his eyes he yelled out, "Bomb Burst!" Immediately light suddenly flew from his hand towards the two Gorians. As soon as it made contact, the light detonated in an intense, but controlled explosion. Initially Naruto's Bomb Curse had caused so much damage, Makarov nearly had a mental breakdown from all the complaints he'd received from the Magic Council, demanding either apologies or compensation. When the smoke cleared it revealed the pair of Gorians in a smoking crater, charred and unconscious, but alive.

"Ha, did you see that guys? Two in one go!" He said, turning to face his companions, Natsu, the Fire Dragon Slayer and Lisanna, a young Take-Over mage. The only female member of the group was nowhere to be seen, having given chase to another Gorian further into the forest while Naruto was dealing with his pair. Whereas Natsu was currently squaring off against another of the Forest Vulcans. "You and Lis are really going to have to step up your games if you want to catch up!" He shouted boastfully.

"Oh yeah well watch this!" Natsu shouted back, "Fire Dragon's Iron Fist!" Driving the fiery fist into the Gorian's diaphragm, knocking it out cold.

The two friends chuckled as they walked towards each other, though what neither realised was that another one of the Forest Vulcans had hid itself in the canopy downwind of Natsu's sense of smell. It leapt down, neither of the boys noticed its presence until it was almost on top of them. It was at that point that a purple blur crashed into the creature, sending it sprawling across the clearing, the purple being landing cleanly with a loud thump, "What was that you were saying about upping our game Naruto?" It asked teasingly, as it turned around, revealing it was a large purple rabbit.

"You guys aren't half bad." Naruto said, sheepishly rubbing the back of his head in an attempt to save his pride. The three friends began laughing with each other at that, however, a group of at least a dozen of the Forest Vulcans descended from the treetops, surrounding the smaller group.

"I guess there must have been more than the flyer let on." Lisanna said worriedly, she, Natsu and Naruto had all just been battling and as such were tired. Their opponents however, hadn't been exerting themselves and were raring for a fight.

"I guess so, any bright ideas guys?" Natsu asked, clearly just as worried about the threat the group of Gorians posed to the three.

"Yeah." Naruto grinned, his teeth becoming much sharper as his eyes whitened out. His stature and muscles increased in size as the blond fur on his feet and tail spread across his body. Claws sprang from his fingertips and his face took on a more canine appearance. Standing in his more werewolf-like form he let out a roar that shocked the Gorians, " **Hit them hard with everything you've got and show them why it isn't a smart idea to mess with Fairy Tail mages!"** He shouted in a much deeper voice before charging at the creatures.

His two friends, having seen Naruto's other form previously, simply grinned, "You ready Natsu?" Lisanna asked, gesturing with her head to get on.

"Yeah," Natsu answered, creating sparks as he ignited his fists and jumped onto Lisanna, "Let's show these guys what Team Wildfire can do! I'm all fired up now!"

Fairy Tail member card.

Name: Naruto Uzumaki (Formerly Namikaze but surname was changed to maternal after joining the guild)

Age: 16 by X784

Magic: Bomb Curse, Etherios Form, Clone magic.

Likes: His mother, his friends, Fairy Tail, ramen and training.

Dislikes: People who hurt those he cares about, Dark Guilds, Demons, the three minutes it takes to cook ramen and getting his fur wet (under the claim that it makes him smell like a wet dog)

* * *

Edit: Made a slight mistake with the use of upwind, as pointed out by Kalomin, has now been changed to downwind.

A/N: And roll credits! Now the credit for this chapter should really go to mellra, I only added in a small idea of my own, but you'll see more stuff straight from me next chapter. Thank you all for reading and I hope you enjoyed it, now I'd like to say what Naruto's pairing is going to be. Naruto x Milianna, it's part of the challenge and I'm sticking with it. But while we're on the subject of pairings I would like to say something, I don't ship NaLu romantically. Don't get me wrong, I respect it as a canon ship, but I just prefer to ship NaLi. Though let me just say this before I continue on to my last point, Lucy and Lisanna are my two favourite girls in Fairy Tail and I despise the idea of them being rivals, especially over something as ridiculous as a pairing. Honestly, in this fic and any future FT projects I do they will be the main BroTP. Lastly, there will be an OC in this fic, all I'll say on the subject is that he will appear in the Oración Seis Arc and his backstory will help fill in the plot hole left by Jackal's absence (and no he's not a demon).

Now, I've been polite and respectful while expressing my choices, I only ask that you can show me the same courtesy if you choose to review or if you want to voice any questions or concerns. So hopefully, I'll see you guys next time.


	2. Declaration of War

Chapter 2: Declaration of War

Disclaimer: I don't own FT or Naruto

A/N: Hey guys! Chapter two of Fairy Tail's Hellhound here. Now, we're kicking things off right from the start of the Phantom Lord arc. As to why I'm doing this, there really wouldn't have been much difference from the canon Lullaby and Galuna Island arcs aside from Naruto's presence if I had written them out. Though just in case, I apologise in advance if it feels forced in any way. Anyway, I hope you guys enjoy this chapter.

* * *

X784, Magnolia

Naruto walked into Magnolia, seven years had passed and the blond had grown from a wet-behind-the-ears rookie mage into a competent wizard. He still wore a black set of shorts but he also wore a dark orange V-neck vest top. He continued to walk barefoot and his tail stuck out from under his vest, waving lazily behind him. A few people waved to him as he walked by the canal, initially people had been put off by the blonde's appearance but in time they had come to greatly respect him as a Fairy Tail mage. He had just completed a job to eliminate a group of Wyverns and now all he wanted to do was kick back, relax and eat a bowl of ramen made by his mother.

However, he began to here whispers, not hateful, more so as if they were out of pity.

"There goes Naruto… do you think he knows?"

"He looks clueless to me; he's not going to like it."

"Then again it was a big shock to everyone, who knows what it's going to be like for him?"

"What could they be talking about?" Naruto mumbled, turning his head in the direction he knew the guild hall would be. What he saw caused him to stop cold in his tracks, the guild hall was still there but it was almost completely destroyed, courtesy of the black, metallic columns protruding from the structure and appeared to be barely supporting its own weight. The sight caused him to break into a sprint, as he neared the building he noticed a familiar woman with long red hair, wearing Heart Kreuz armour, and a blue mini-skirt. "Erza!" He called out, the redhead turned to face him.

"Oh, Naruto, you're back from your mission?" She asked as he continued jogging up to her.

"Yeah, but that's not important right now, what happened here?! And more importantly, was anyone hurt?" He asked.

Erza clenched her fists before she responded, "It was Phantom, luckily they attacked during the night when no one was here." Now it made sense, Phantom Lord was considered Fairy Tail's biggest rival for the top guild in Fiore. The fact that no one was hurt was at least some form of comfort, but it did little to placate the blonde's anger.

"What's the old man got to say about it?" He asked

"Master has told us not to retaliate," Erza answered, she cut off her blond friend as he looked ready to start ranting, "I'm not happy with the decision myself, as are a lot of members, but it's the rational thing to do." She put a comforting hand on Naruto's shoulder before he continued, "I know how much this place means to you Naruto, after all you were here since you were a baby, but please let's respect Master Makarov's wishes."

Naruto calmed down slightly at that, but still let out an annoyed sigh, "What about Natsu and everyone else?" He asked, more calmly this time.

"Natsu's gone out to vent a few frustrations in the East Forest, Gray said he needed some time to think and Lucy, a new guild member is taking some advice from Mira on how to deal with the situation. On the other hand, I'm headed back to Fairy Hills, if any Phantom Lord mages are skulking around Magnolia it's always best to be prepared. As for everyone else, they're still in a bad mood down in the basement, so don't be surprised if you don't get a warm welcome." Erza said, parting ways with the blond.

When Naruto entered the basement the welcome was exactly as Erza had predicted, a few nodded their heads and some even managed to smile at him, but overall the mood was still sour. Kushina had changed somewhat in the years since Minato's death, she now wore her hair in a high pony-tail with two bangs framing her face. Her clothes had also changed somewhat, typically Kushina would now wear a dark-green turtleneck jumper with a matching set of cargo pants and she wore a black pair of sandals on her feet. She saw her son entering the basement and immediately turned to him, getting up as she did so and wrapping him up in a hug.

"I'm glad you're back safe." She said, Naruto hugged his mother back. Kushina knew he was fully capable of handling the mission he had been sent on, but after what had just happened to the guild she was worried for everyone's safety. "Are you okay?"

"Yeah," Naruto grumbled, "I'm just… I'm pissed off that we're not doing anything." They broke the hug, though her hands were still placed on Naruto's shoulders.

"I know, even master is angry, but you know as well as I do that conflict between the guilds is forbidden by the Council." Her son once again muttered something under his breath, clearly still not happy with the course of action being, "Hey, you've had a long mission, how about I cook you up some ramen?" Kushina asked, her question succeeded in perking her son up as he grinned and nodded his head in response.

"So, has anything else happened while I've been away?" Naruto asked as Kushina started making his ramen.

"You might not believe it, but a few weeks ago, Natsu formed another team."

"Well, good for him, the last time he was on a team hasn't been since…" Naruto trailed off, Kushina momentarily stopped attending to the ramen noodles. "Lisanna."

Kushina looked at her son sympathetically before she poured the noodles and broth into a bowl, "I know, but she wouldn't want us to mope around, she'd want us all to move on. And it seems Natsu is doing just that."

"So who's on his team?" Naruto asked as he started to dig into his ramen with a pair of chopsticks

"Well, there's Lucy the new girl and Happy of course, but recently Gray and Erza have joined up with them." Hearing the Ice-Make and Re-quip mage's name caused Naruto to almost choke on his noodles.

"You're joking, right?" Naruto asked, finding it hard to believe Natsu would even consider teaming up with his two biggest rivals in the guild.

"Nope, since the five of them took a mission together they've been joined at the hip." She explained, shrugging nonchalantly.

"Wow… miracles really do exist." Naruto said resolutely, his mother chuckled at his antics.

"Yeah, I guess they do. Though I've got an idea, if you're interested?" Kushina asked, Naruto leaned in closer, willing to hear his mother out, "With Phantom Lord goons possibly still in town, the guild is being asked to stay in groups for a while. Call it a hunch, but I think the team is going to room together, why don't you see if you can join them?"

"Will you be okay though?" Naruto asked, he had only moved out of the house where they had lived for most of Naruto's life recently, so he still worried about her living alone.

Kushina simply smiled at her son, "Honey, I'm an S-Class mage and I'll be staying with Master Makarov, you don't need to worry." She said.

Naruto seemed to accept the answer, "Alright, where do you think they'll be?"

Kushina responded by placing her hand on her chin in a thinking position, "Hmm, they won't be at Erza's as Fairy Hills is an all-girls dorm, I doubt Natsu or Gray could standing going near the other's house, so I suppose the only place they could go is to Lucy's. I've got the address, I'll give it to you and you can head there later." Naruto nodded his head in response.

* * *

Naruto walked down the now dark street, a piece of paper with Lucy's address on it, "This is the place." He mumbled, entering the apartment complex and finding the door to Lucy's flat, he could just make out the end of conversation.

"…so Mira was suggesting we stay in gro- Erza, what're you doing?!" He heard Gray's muffled voice exclaim, not a moment later the sharp point of a sword broke through the door Naruto was standing in front of, causing the dog-like young man to let out a startled yelp.

Erza stepped out through the doorway, "Oh Naruto! I didn't realise it was you!" She said, she was quickly followed out by Natsu, Gray, Happy and a blonde girl, who Naruto presumed was Lucy.

"Yeah, it's me! Were you trying to give me a heart attack?!"

"I am truly sorry, please, I demand that both you and Lucy strike me for my transgressions." Erza said, both Naruto and Lucy sweatdropped at the redhead's overly dramatic way of apologising.

"Thanks, but I'll pass." Naruto said in an exasperated tone.

"So you're a Fairy Tail mage?" The blonde girl asked him, looking over his strange appearance, Naruto nodded his head and showed her the guild mark on his stomach, "That's right, I'm Naruto Uzumaki, my guess is you're Lucy?" His fellow blonde nodded her head in response.

"Uzumaki… so you're Kushina's son aren't you?!" Lucy asked excitedly, while Naruto himself had never appeared in Sorcerer Weekly Kushina had on a multitude of occasions and it was a well-known fact she had a son with a magic allegedly no one else knew. Though whenever she was asked about it the redhead would always find a way to dodge the question, eventually resulting in the popular magazine giving up on trying to find out.

"Yeah he is," Natsu spoke up, "He's okay, but whenever he got into trouble it was either me or Gray who had to drag his tail out of the fire."

"Oh shut up Natsu!" The Bomb Curse user and the Fire Dragon Slayer glared at each other, the tension soon becoming so thick you could cut it with a butter knife. That is until both boys broke out into broad grins and grasped each other's arms, shaking them firmly in comradery.

"But seriously, long time no see Naruto." Natsu said, letting go of his friend's arm.

"Same to you Natsu," He responded playfully, "And Gray, you still have that stripping habit?" Noticing the Ice-Make wizard's state of undress, as well as the bandages that covered his torso.

"When the hell did that happen!" Gray yelled in a comical manner, frantically searching for clothes.

After Gray (finally) found his clothes, Lucy happily invited Naruto inside, being the son of one her idols. However, his fellow blonde still continued to look at him oddly, which was understandable given Naruto's unique appearance. "You're probably wondering why I look like this?" He asked, gesturing to his dog-like features, Lucy nodded, somewhat embarrassed she had been caught staring. "Well, long story short I have the essence of a demon sealed in me and I can use its powers, the catch being I look like this."

Without warning Lucy reached up to Naruto's hair, more specifically towards his hair protrusions, and started stroking them. Naruto didn't seem to mind her doing this, but still cocked an eyebrow at the sudden action, "Sorry, I had to get that out of my system." She said after she had finished touching the ear-shaped hair style. The other members of the group looked amused at the scene.

Unfortunately, while Lucy was distracted, Happy had decided to amuse himself by rummaging through her things, "Hey Erza I found some frilly panties, who're you trying to seduce Lucy?" He purred teasingly, meanwhile, Natsu had been following his friend's example and found what appeared to be a hidden stash of sweets.

"I can't believe you would actually wear something like this." Erza said with a very obvious blush.

"I'm trying to get some sleep so could you keep it down please?" Gray asked, now lying on Lucy's bed.

"You guys are taking this 'make yourselves at home' thing way too seriously." Lucy said in exasperation, before anyone could say something about the Celestial wizard's statement Erza spoke up.

"We have a serious problem here, you boys and your hygiene, I refuse to sleep in a room that reeks of sweat." Erza said.

"I don't wanna take a bath yet." Natsu said.

"But I just got into bed." Gray whined.

Erza however, would have none of it and proved her point by lifting the two boys to their feet, "Come now boys, do we have to take a bath together like when we were kids?" She asked sweetly.

"What kind of relationship do you guys have?!" Lucy shrieked, blushing red with the thought.

"They're the strongest team!" Happy said.

"More like the strangest team!" Lucy retorted, however in the midst of this, no one had yet to notice Naruto slowly tip-toeing towards the window.

'Come on, just a little closer.' He thought, eager to be out of the room.

"Naruto." Erza said, causing the blond to stop in his tracks, "Where do you think you're going?"

'Dammit!' Naruto screamed internally before replying, "I just want to sleep under the stars tonight, so I thought I'd go up to the roof." A very rushed excuse on Naruto's part and it didn't seem to deter Erza in any way.

"Why not have a bath before going up there then?" Erza asked, it was fairly obvious she was calling Naruto out on his bluff.

Naruto decided to give up on coming up with excuses at this point and just decided to say why he didn't want to take a bath, "You know that it makes me smell like a wet dog."

"But you'll smell even worse if you _don't_ take a bath." The armoured mage quipped.

"You can't force me!" Naruto shouted in defiance, though the grin on Erza's face told everyone in the room the blond had just made a big mistake.

"Oh can't I?" Erza asked rhetorically as a small flash of light enveloped her hand, when it died down, a set of purple beads was clasped in her fist. The beads, oddly enough, seemed to be attempting to gravitate towards Naruto, only being held back by Erza.

Naruto went as white as a sheet upon seeing the beads and knew even if he tried to make a break for it that damn piece of jewellery would find a way get over his head. Still though it couldn't hurt to try as he attempted to jump for the still-closed window, aiming to smash straight through it. Just as he was nearing it however, he heard a whooshing sound as something flew through the air behind him, once he felt something around his neck it was game over, 'Shit!' He thought as Erza said the two words which would be the end of him.

"Sit boy." The beads glowed upon Erza's command and with a powerful, unseen force, they dragged Naruto downwards. This evidently caused the blond to face plant the floor, "Now, are you going to have a bath?" Erza asked, Naruto groaned but nonetheless got up and complied with the redhead's order.

* * *

Meanwhile, Team Shadow Gear were walking through one of Magnolia's streets. "Are you sure this is okay?" Droy asked, nervous about a potential ambush.

"Shouldn't you stay with Laki and the others at the girl's dorm?" Jet asked, he knew Levy could handle herself but there was still such a thing as safety in numbers.

"It's fine!" Levy insisted, "I don't want to split up our team." Her two companions instantly began swooning over their petite team leader (as usual).

Unbeknownst to the three-man team a man bearing the Phantom Lord insignia was watching them from the shadows, they didn't stand a chance as they were set upon by their stalker.

* * *

"Okay Natsu it's your turn." Lucy said as she stepped out of the bathroom, it had been a few hours since the incident with Naruto. The Celestial wizard received no response from the Dragon Slayer as he had fallen asleep at some point during her bath.

"You won't get anything out of him." Naruto said, the Curse user was still miffed he'd been forced into taking a bath, though he had calmed down since getting out and having the beads removed. "Natsu is a really deep sleeper, just be thankful he isn't snoring, it would probably be enough to wake up Magnolia."

"True but he's missing out on a treat, even though you don't like getting your fur wet you have to admit that bath was simply heavenly." Erza said, sitting on Lucy's bed garbed only in a towel.

"I guess." Naruto shrugged as Erza requipped into her pyjamas.

"So why didn't you just take the beads off?" Lucy asked, taking a seat next to her most recent guest.

"If I give you that story, will you tell me what the team has been up to?" Lucy nodded at Naruto's question.

"Basically those beads were engraved with runes which perform three functions. The first one is that they'll immediately locate me specifically and wrap around my neck. The second one you saw, that was me slamming into the ground when I'm given the instruction to sit. And the third one is that no one but the person who put them on me in the first place can remove them." He said, scowling lightly at Erza with his last remark, "As to how they came to be, me and Natsu might have…" Erza gave him a look, having heard the story before, "kind of…" The redhead was still looking at him, "okay! We purposely stole a job request that we weren't ready for, happy?"

"Very." The Re-quip mage answered.

"My mom made them to keep me in line and gave copies to herself, Master, Mira and Erza so if I misbehaved again they could slip them on me and tell me to sit." He finished. Naruto turned to Lucy, now wanting to hear what Natsu's new team had been up to.

Lucy finished chuckling lightly at the story, amused that her pink-haired teammate had also stolen an out-of-his-league request when he was younger. "Well, me and Natsu met in Hargeon where they saved me from a slave trader using Natsu's title to attract attention." She began, "Then on my first day at Fairy Tail we had to save Macao, who went missing on a quest to beat a group of Vulcans. Then we had to steal a book from a duke. It wasn't long after that that Erza asked Gray and Natsu for help in tracking down Eisenwald, a dark guild that found out about Lullaby, a flute which could kill all who heard its melody. Though the biggest shock was when the flute turned out to be a demon." Lucy seemed to shiver lightly before she continued, "Finally we went out on an S-Class quest to Galuna Island where we helped out the villagers who thought they were demons, but it turns out they forgot they actually were demons due to a side effect of a ceremony some other mages on the island were conducting."

"Natsu." Naruto said lowly, walking over to the still-unconscious Dragon Slayer, no one was quite sure what Naruto was going to do but they were all fairly nervous given the blonde's tone of voice. "You went on an S-Class quest without me?! How could you!" Naruto said dramatically, crying anime-style tears as he shook Natsu by his shoulders, oddly the pink-haired man didn't even seem to be affected by Naruto's shaking.

At this the rest of the occupants of the apartment couldn't help but sweatdrop and think, 'That's what he's upset about?'

* * *

Later the group were discussing their current situation.

"If Gramps wasn't such a wuss we would crush those assholes!" Natsu fumed.

"He isn't scared Natsu, he's a Wizard Saint remember?" Gray said, clutching a stack of papers.

"What do you think you're reading so nonchalantly?!" Lucy shrieked, rushing over and snatching the pile from his hands.

"You can't just do that and not tell me what happens next." The Ice-Make wizard whined.

"No!" Lucy said, "I promised Levy she would be the first to read it, it's already been decided." She scolded, she was broken out of her musings by Erza holding out an open hand as if silently ordering the blonde to hand the novel over, "What's the hand for?!" She then noticed Naruto attempting and, to an extent, succeeding in giving Lucy a pair of half-decent puppy dog eyes, "You're not getting it either!"

Lucy then remembered something, "So you mentioned the Ten Wizard Saints?"

Erza lowered her hand, "It's a title bestowed by the Magic Council to the ten greatest wizards on the continent."

"Wow!" Lucy exclaimed

"Jose, Phantom's master is one of them." Happy cut in.

'As well as him.' Erza thought, her eyes narrowed only slightly as she thought of a strange tattoo and blue hair.

"And apparently mom is the running for one." Naruto added.

"Really?! Wow!" Said Lucy, she hadn't realised the fiery redhead could arguably be considered one of the greatest wizards of their time.

The rest of the night was spent discussing Phantom's elite fighting force, the Element Four, the consequences for both guilds if they got involved in the war and last, but certainly not least, 'Black Steel' Gajeel Redfox, the Iron Dragon Slayer. The group was none the wiser of the terrible act Phantom's Dragon Slayer was committing in Magnolia South Gate Park as they spoke.

* * *

The next day the team was walking past said park and took note of a crowd of civilians gathered around the tree there. The group took the detour to investigate, "Please let us through, we're from their guild." Erza ordered as they weaved their way through the crowd.

What they saw horrified them, Lucy let out a shocked gasp, covering her mouth. Happy's jaw dropped open, too shocked for words. Erza narrowed her eyes dangerously. Gray's eyes had widened with shock at what he was seeing. Naruto gritted his teeth in anger and Natsu… he had a look of pure fury on his face.

Crucified to the tree were Levy, Jet and Droy, the three members of Team Shadow Gear. Each of them had clearly been brutalised in some way, shape or form, largely covered in bruises and cuts. However, the most shocking part of the ruthless act was that Levy had the Phantom Lord emblem branded on her stomach.

"Levy!" Lucy cried.

"Jet! Droy!" Gray exclaimed.

"Phantom!" Natsu roared, now the two guilds were beyond the point of reason.

"I can stand being reduced to a run-down beer hall." Makarov's voice spoke up as the crowd parted, allowing the old guild master to pass, the old man was clad in his Wizard Saint uniform, a staff in his left hand. Kushina walking through behind him. "But no parent should ever stand idly by while the blood of their children is spilt!" He shouted, his grip tightening on his staff so much that it shattered. With a surge of magical power, the crowd quickly dispersed, the members of the guild currently there knew what Makarov was about to say next.

"This means war!"

* * *

A/N: Roll credits! So as I said before, I really hope this didn't come off as too forced and I would really appreciate some feedback in that regards. Also, kudos to those of you who noticed the Inuyasha references. But anyway, thank you all for reading this chapter and I guess I'll see you guys next time.


	3. Backs Against the Wall

Chapter 3: Backs Against the Wall.

Disclaimer: I don't own FT or Naruto

* * *

As one of the largest guilds in Fiore Phantom Lord had numerous sub-branches dotted across the country. However, its main base of operations was in the historical city of Oak Town. There was only one topic that the members currently residing in the guild hall were interested in though, their most recent scuffle with Fairy Tail. As the banter about their self-proclaimed victory continued a small group of Phantom's mages made their way towards the guild doors.

"We can't let Gajeel have all the fun." One of them said.

"Yeah, we've got to try picking off a couple of Fairy Wings ourselves." The group began snickering at that comment. That is until the guild doors were blown clean off by a fiery explosion from the outside. As the smoke cleared it revealed Natsu, the expression on his face one of unrestrained rage. Though the Dragon Slayer wasn't alone, standing behind him were the other members of the Fairy Tail guild, minus Lucy who had stayed behind to look after Team Shadow Gear at Magnolia Hospital.

"Fairy Tail has come calling!" Makarov roared, leading the charge at the now-advancing mass of Phantom Lord members.

"Who wants to play with fire!" Natsu shouted as he used his magic to swiftly defeat a group of Phantom Lord mages that thought it was a smart idea to charge at him.

Magic flew as both sides clashed, Macao and Wakaba teamed up, using a combination of their respective Fire and Smoke magic. Alzack shot down Phantom mages with his Spark Shot whilst his partner Bisca picked off stragglers and anyone giving a fellow Fairy Tail mage trouble with her Homing Shot. Even Laki, the guild's oddball got in on the action, using her Wood-Make magic to dispatch enemy mages with some very abstract creations.

"Get the cat!" One Phantom's members yelled, attempting to corner Happy, who then gave a dark look.

"Oh yeah?" Happy said, evading the Phantom mages, causing them to collide as well as pulling out two giant fish from seemingly out of nowhere and proceeded to beat the wizards down with them, "Do you have a problem with cats?" He asked an evil gleam in his eye as he held a melon threateningly over one of the defeated mages.

"Of course not sir." The Phantom member replied through a mouthful of fish and squid.

A group of Phantom mages ran straight to Makarov, thinking he was an easy target. They were quickly proven wrong when the old guild master grew to gargantuan proportions and crushed several of them beneath his massive hands. "He's a monster…" One of the mages mumbled in fear.

" **And you dared to lay your hands on this monster's children! Are you foolish enough to believe that human laws would protect you from my wrath?!"** He growled out, his voice much deeper, courtesy of his increased bulk.

Another group of Phantom Lord wizards surrounded Kushina and began rapidly closing in on the redhead, her response was to put her right fist into her left hand. "This is what you bastards get for declaring war on Fairy Tail!" She proclaimed as she slammed her palms onto the ground by her side, "Chain Make: Chain Graveyard!" At her command a series of chains sprung from the ground, either binding or outright attacking the encroaching mages.

" **Jose! Show yourself!"** Bellowed Makarov.

"Tell me!" Erza demanded as she cut a swathe through a group of Phantom's members, then re-quipping into her Fire Empress armour "Where can I find Gajeel and the Element Four?!"

Up in the rafters Gajeel stood overlooking the raging battle beneath him, "Ah, the legends themselves, the Tenth Wizard Saint, the Red Hot Habanero and the Titania. I guess Laxus and Mystogan are too scared to show up, or do they just not care?" He pondered, "Either way, Master Jose knew exactly how this was going to go down, it looks like they're pretty good fighters, for a bunch of scumbags."

* * *

Meanwhile, back in Magnolia Lucy was walking along a street, a bag of groceries in her arms. "Ugh, I can't believe everyone took off without me. Still though, Levy and the boys need someone to look after them, so I guess it's up to me." As Lucy was mumbling to herself she felt something wet hit her head, which then turned into a downpour of rain, "It's raining? But the sun was out just a second ago." She said, holding out a hand, she then took a cautious step back as she noticed someone approaching her a woman to be exact who was garbed in a blue coat and hat, her high-heels clicked on the cobblestone as she approached Lucy.

"Drip, drip, drop, Juvia is the rain-woman, drip, drip, drop." The woman said in a monotone voice. "What kind of woman are you?" She asked, still walking towards the blonde.

"… Just the regular kind." Lucy answered, though she was still confused as to the woman's odd behaviour.

"Drip, drip, drop." Juvia said as she continued walking towards Lucy, then stopping next to the blonde at staring her in the eyes, "You and I have the same eyes." (1) Lucy thought she heard Juvia mumble as she began walking away and taking out a pink umbrella. "Pleasure to meet you, I'll be leaving now."

"Well take the rain with you!" Lucy called as Juvia continued walking away.

"Non, non, non. Non, non, non. Non, non, non, non, non, non!" At the strange new voice that rang out a section of the ground began to rise, eventually taking the shape of a tall, thin man wearing a brown tuxedo and a monocle. "And with three, three, six nons, that means bonjour!"

'Great another weirdo.' Lucy thought at the appearance of the newcomer, who literally seemed to be rooted to the ground.

"Juvia, mon cheri, you must not shy away from the task at hand." The man said.

"No Monsieur Sol." Juvia replied, despite the man being rooted to the spot he moved with remarkable speed as if he simply glided through the stone beneath him, taking a place by his companion's side.

"My monocle whispers to me many things mon cheri, it tells me that this girl is our much-sought-after cible."

"Does it? So she is the one?" As Juvia asked this question a brief expression of sadness crossed her features before it reverted back to her neutral expression.

"Cible? That means target…" Lucy mumbled, now nervous about the two strangers in front of her.

"Ah, pardon us the late introduction, I am Sol of the Element Four." He greeted, bending his body at an odd angle, "Also known as Sol of the Great Fissure." (2) "Please call me Monsieur Sol."

"I've heard of the Element Four, you're with Phantom!" Lucy exclaimed.

"Tres bien! Correct! We have been sent here to collect you and bring you back to the guild with us at once!" Lucy scowled at the man's blatant arrogance in thinking she'd go with them willingly.

Sol motioned to Juvia with one of his hands, "Ma bel companion is a rain-woman who is also part of the Element Four, she is called Juvia of the Roaring Waves."

"You're the ones who attacked my friends!" Lucy yelled, however, as she reached for her keys she found herself suddenly being surrounded by water as her key pouch fell from her belt.

"Non, non, non. With three nons I'm right you're wrong. That honour and renovation of your guild hall goes to monsieur Gajeel, though we were with him in spirit as the saying goes." Sol chuckled.

"Why are you doing this, let me out of here now!" Lucy screamed, her voice distorted by the water.

"Don't waste your energy, my Water Lock spell cannot be broken." Juvia said, as Lucy fell into unconsciousness, "Do not be afraid, we are under strict instructions to keep you alive. You are nothing more than the target for our retrieval mission, Lucy Heartfilia. The target has been captured, drip, drip, drop." All that was left behind of the Phantom mages and their target as they made their way away from the area was Lucy's key pouch, lying on the ground in the now-sunny street.

* * *

In Oak Town the battle against the Phantom Lord members was still raging, though now the members of Fairy Tail's biggest rival had recovered from the shock of the surprise attack and were coordinating themselves efficiently, even managing to push the Fairy Tail members back in some regards. Though one mage made the mistake of shooting a stream of fire towards a certain pink-haired Dragon Slayer, "Oh yeah, now I've got a fire in my belly!" Natsu grinned after inhaling the flames. The Phantom members realised just exactly _what_ Natsu was, "Fire Dragon's Roar!" The jet of flames caused several Phantom mages to go flying.

"Ice-make: Lance!" Gray shouted, his attack tearing through the Phantom members.

"Bomb Burst!" At Naruto's attack a series of explosions ripped through the crowd. It was quickly becoming evident that while Fairy Tail may be outnumbered, Phantom Lord was clearly outclassed.

Makarov was headed towards a stairwell that would lead to the top of the building, no doubt that would be where Jose was located, given the man's ego. "Kushina! I leave the rabble to you and Erza!" He ordered as he swatted away the grunts like they were flies.

"Understood!" She answered back, forming a small group in a ring formation consisting of herself, Naruto, Erza, Macao, Wakaba, Cana and Loke as the rival mages began to surround them, "Still though, these guys are pains in the asses." She muttered, "Naruto, use your Clone magic." Her son's eyes widened in response to her order.

"You're sure?" He asked, normally neither would use their Clone magic given that it would more-than-likely cause more destruction than a single one of them, which would inevitably cost them at the very least a decent portion of the reward money when they were on a job. When Kushina nodded her head Naruto grinned, "Clone magic!" At this four identical copies of the Bomb Curse user were created. The other members of the group, aside from Kushina who had seen her son use Clone magic before looked on curiously at the creations.

"Jeez, summoned out again? Troublesome." One of the clones commented from his position, lying on the ground while propping himself up on one of his elbows.

"Ah, quit your complaining." Another clone griped, the one who spoke up seemed to have a permanent scowl on his face.

"Yeah, it's not so bad when you can use the power of troll!" The third one stated, only to get slapped on the back of the head by the second clone. "What was that for?!"

"For being a dumbass yah idiot!" The second one yelled at him.

"You're the idiot!" This time the third one took a hold of number two's shirt.

"Is it just me or is Naruto literally arguing with himself?" Loke whispered to Cana.

"Who cares? It's just getting good." The Card mage replied.

The lazy clone looked around, relatively uninterested until he noticed something, four clones had been summoned, but only three were present, "Shit!" He yelled, bolting upright and leaping to his feet. "Anger, Laughter, shut up."

"Why the hell should we listen to you Sloth?!" Anger replied, though it soon dawned on Anger and Laughter what it was that Sloth meant.

"Great, so Psychotic's gone AWOL, joy." Laughter commented sarcastically.

A soon as he said this there was a cry of, "Art is an explosion!", a series of blasts ripped through the other side of Phantom's base. "I prefer to think of myself as Artistic." Naruto's voice rang out as the fourth clone stepped through the smoke.

"Okay everyone we'll be okay, so long as no one asks him-" Anger began.

"What do you mean by 'art is an explosion'?" A random Phantom member asked, Anger clenched his fists.

" _That._ " Anger said, distaste evident in his tone, he then began throttling the Phantom wizard who had asked the question, repeating the word 'dumbass' like a mantra.

However, Artistic took a dramatic pose and began to raise his arms upwards as if he was about to begin preaching, and preach he did, "I'm glad you asked!" He began, everyone stopped their fighting, most either raising an eyebrow or looking puzzled at the bizarre gesture, "You see people, what is art? Is it something that lasts for a long time? Is it subjective? No. True art is something that exists but for a second, that instant when beauty is achieved and is snuffed out just as quickly. In short art is an-" A metal club struck Artistic in the face, sending him flying out the guild hall doors.

"I don't give a crap about art," A gruff voice rang out, a loud thud was heard, it was none other than Gajeel Redfox, the Iron Dragon Slayer had jumped down in the commotion after Makarov had ascended the staircase, "I only care about showing these Fairy Tail bastards who's the top of the food chain, that's all."

"You're the one who hurt Shadow Gear!" Nab yelled, attempting to strike Gajeel while his back was turned to him. Gajeel merely extended another Iron Dragon's Club, sending the tribesman-like man hurling through a crowd of Gajeel's allies. The Fairy Tail mages were shocked at how Phantom Lord's supposed ace could care less about the safety of his guild mates.

Gajeel jumped down from his position atop the sign over the bar, "Show me what you've got, unless you scum are too scared to try?" He said condescendingly.

"Gajeel!" Natsu yelled in a challenging tone, (3) "I've been looking for you! Allow me to introduce myself, I'm Fairy Tail's Dragon Slayer." Natsu's fists ignited with Flames.

"Huh, so you're the famous Salamander? You don't look like much." Gajeel extended a club towards Natsu, who caught it with both hands as it struck him in the chest, causing his flames to go out.

"You destroyed our guild hall, and hurt Levy and her team." Heatwaves began to shimmer around him, "I'll make you pay!" He roared as his hands reignited, throwing the Iron Dragon Slayer upwards. Gajeel used the rafters as a way of bouncing back at Natsu. The two clashed and Natsu sent Gajeel flying into the wall with a vicious right hook.

The other Fairy Tail wizards were content to let Natsu handle the Iron Dragon Slayer, resuming their own battles. "Damn, Natsu's still as troublesome as ever." Lazy Naruto said from his new laid-back position, having settled back into it once Artistic was shown the door, ignoring the large mass of enemy mages surrounding him. "Don't move or you're gonna get blown up." He drawled to the mages, they of course decided to take their chances. As they took a single step towards him, he absently flicked his wrist, causing a series of small lights to fly towards the enemy and blowing up in their faces. "Told yah so."

" **You could at least** _ **try**_ **to help more!"** Anger shouted, now in his Etherios form as he tore through a crowd of Phantom wizards with ease, **"And where the hell is Laughter?!"** A whistle from up in the rafters drew the other two clone's attention, their fellow clone was idly swinging his legs while sitting on one of the wooden beams. He stood on said beam and took a pose as if he was an Olympic diver. When he jumped and began to twist in mid-air a series of lights were thrown in every direction where there was a Phantom member, as soon as he made touchdown the lights detonated. **"Was there really a point to that other than to show off?"** Anger asked.

"Nope." He replied, shrugging. Before anything else could happen the guild hall began to shake with a sudden tremor. Many of the Phantom mages began to worry about what was going on, the Fairy Tail members knew otherwise. The shaking was Makarov's anger, the Giant's Wrath.

"Keep fighting! As long as we've got Master Makarov with us we won't lose!" Kushina ordered, the other Fairy Tail members cheered in agreement.

Makarov was on the last leg of his ascension through Phantom Lord's central tower, cracks were appearing along the walls and floor with each step he took due to overwhelming pressure of his magical power. Once he reached the top he destroyed not just the door to the room he was looking for, but also more than half the wall where the door frame used to be. "Jose!" He shouted, seeing his fellow Wizard Saint seated on a chair at the other end of the room.

"Look what the cat dragged in." Phantom's guild master said calmly, which was unusual given who was in front of him.

"Why are you attacking Fairy Tail?! Tell me!"

"I haven't seen you in quite a while Makarov, six years ago at a guild masters conference, I was a complete mess. I can't hold my liquor as well as the rest of you." Makarov enlarged one of his fists and threw a punch at Jose with enough force to damage the wall behind him.

"I didn't come here for small talk I want answers, Jose." He growled, though as the dust Makarov's punch caused cleared it revealed Jose, unharmed as the fist had passed straight through him. "A projection? You coward, I should have known you would flee with your tail between your legs."

"It's not cowardice." Jose stated, "I'm simply trying to avoid a fight between two Wizard Saints and in lieu of that mess, I prefer a sensible victory without all the commotion."

"Why are you hiding?! Come and face me like a man!" As Makarov said these words another projection began to shimmer into life, revealing a bound Lucy. "Lucy, but why?"

"Why you ask? You mean to tell me that she was in your guild and you don't know? I'm surprised Miss Lucy Heartfilia never told you the truth." A dagger appeared in Jose's hands and made a move to stab Lucy.

"No, don't!" Makarov cried, a man garbed in a green trench coat with bandages covering his eyes suddenly appeared behind Makarov.

'Where did he come from?!' He thought in shock, 'I didn't even sense his presence!'

"It's so sad! So sad!" The newcomer cried as he placed his hands together. Makarov screamed as a bright light shone.

On the ground floor there was a loud crash as something fell through the rafters. Everyone ceased fighting to look to the source of the noise, as the dust cleared it revealed Makarov, though this time the old man was sickly shade of green and his breathing was troubled. "Gramps!" Natsu and Gray exclaimed together.

"Master!" Erza cried.

"I can't sense any magical power from him at all." Gray mumbled.

"Master, please, hang in there." Kushina said, cradling Makarov's body.

"…They… have… Lucy…" Makarov croaked out.

"What?!" Her team shouted in surprise.

The Fairy Tail mages barely had time to process the information before the Phantom Lord wizards resumed battling with Fairy Tail. "Now's our chance, crush them!" One of them yelled, the bulk of the forces charging towards the Fairy Tail mages. While many were forced back, others kept fighting.

"Don't get cocky!" Natsu yelled, sending a stream of fire towards the oncoming mages.

"They've got their fighting spirit back." Loke said, using his Ring magic to hold off an assault directed at him.

'Dammit, not only are a lot of us injured, but we're all running low on morale as well.' Kushina thought, while the thought of what she was about to say disgusted her, she knew it was best not just for Makarov, but the guild as a whole, "Everyone retreat!"

"Kushina!" Loke exclaimed in disbelief.

"We're men, we can't withdraw!" Elfman bellowed.

"We can still fight!" Gray screeched, though he felt a hand on his shoulder, it was Erza.

"The difference left by Makarov is too great, we can't win. Please Gray." She said, the Ice wizard was ready to refuse as he turned to the redhead, until Erza unexpectedly fell into his chest, feeling the area becoming wet. Gray embraced her, the one time he had seen Erza weak in this way was only once by the river they were younger.

Kushina turned to the clones of Naruto, each of them had been affected by the revelation of Makarov's defeat, they each nodded. Of course, they were angry, but even as separate emotions they recognised when a battle was lost. They nodded to each other, all they needed now was…

"Where is that metal bastard!" They heard their fourth clone yell, Artistic hadn't dissipated as a result of Gajeel's blow, but to say he was pissed off was the understatement of the century. However, Artistic's anger quickly cleared up when he realised Makarov's current state, he turned to his fellow clones. They didn't need to give him a verbal answer as their expressions said everything, reluctantly the four clones joined hands and with a puff of smoke, combine back into a single entity.

Natsu was still being as stubborn as ever, "But what about Lucy?! We can't just abandon her!"

"And we're not going to Natsu!" Kushina said forcefully to the Dragon Slayer, "But look around you, some of us are critically injured, I'm not going to let anyone die. I promise you, we'll find her, we'll get Cana to search for her. But we don't know anything about what they've done with her. All we can do is guess that she's not here yet, it would be too soon for them to arrive from Magnolia." Natsu still looked reluctant, but complied with Kushina's reasoning. Slowly but surely the Fairy Tail mages retreated, Kushina gave Bisca and Alzack the job of taking Makarov to Porlyusica. (4)

* * *

Eventually, the Fairy Tail members found themselves back at the guild hall's basement, all of them nursing their wounds in a variety of ways, most chose to remain in silence, contemplating what everything that had transpired could mean for them. After the revelation that Lucy had been captured the mood had been brought down even further. The main topic of discussion was about what reasons Phantom Lord could have for taking Lucy and what their rival guild would do now that they had been forced back to their basement. Though, everyone knew that an attack by Phantom was all but completely inevitable.

"I've got a read on Lucy!" Cana exclaimed, "They're close to Onibus, so they haven't got her to the guild hall yet." However, the relief was short lived as she spoke up again, "Hold on, they're not going north to Oak Town, it looks like they're heading south towards Magnolia." The members clenched their fists at that, realising their assumptions were correct.

"Is there luck with the others?" Erza asked.

"No luck with Mystogan, though we did establish a connection with _him_." Cana replied as a Lacrima crystal ball was placed in front of them, the image flickered for a moment before it settled to reveal a young man who appeared to be in his early twenties with a lightning bolt-shaped scar across his right eye.

"So, from what I hear you guys have been having your asses kicked by Phantom Lord, honestly you're all pathetic." The guild would have let out a collective groan of displeasure at Laxus's condescending tone, if he wasn't their last lifeline.

"Please Laxus, we can't win this, we need your help getting Lucy back." Mira begged, Laxus just smirked at her.

"Who? Oh, you mean that pretty blonde newbie. Well, tell you what, if she becomes my woman and if the old man makes me guild master, I'll help you."

"You are such a pig!" Cana screamed at the scarred man. However, before anyone else could launch a tirade, the crystal ball was shattered by a chain. Everyone saw the chain retract towards Kushina.

It was silent before Natsu spoke up, "Who needs either of those two? We can take Phantom!"

"Natsu, you really are an idiot." Gray commented, his pink-haired rival scowled at him, "We may just be able to take on Gajeel, and even the Element Four, but Jose is in a completely different league."

"Yeah, but if both Erza and Kushina take him on, then Wizard Saint or not, Jose would be screwed! And we've got more than enough strong members to take on Iron Ass and those Element creeps." He stated.

The argument between the two rivals would have continued, until the basement suddenly shook. Alzack and Bisca suddenly burst into the basement, having arrived back at the guild after dropping Makarov off at Porlyusica's. "You guys had better come outside quick!" The male of the gun-slinging duo said.

When the wizards got outside, their eyes went wide with shock and fear, the earthquakes were being caused by what appeared to be a giant mobile castle, crawling along on six mechanical legs.

"What is that?" Naruto asked.

"It's a guild hall with gigantic legs!" Happy exclaimed.

"How in the world are we supposed to fight that thing?" Wakaba asked.

Kushina was visibly shaking, "Phantom would really go to such extremes to fight us?"

Once the moving castle was fairly close to the guild, it dropped down as one of its walls came down, revealing a sight that caused several of the Fairy Tail wizards to pale. It was a giant cannon, which then began to elongate as it readied itself, a dark sphere began to form at the barrel of the cannon, which then began to grow in size until it was almost half the size of the building upon which the cannon was mounted. (5)

"Run! Get out of here now!" Erza ordered, rushing towards the shore as she glowed.

"She re-quipped!" Cana said.

"What are you doing?!" Loke cried.

"Protecting the guild hall!" Erza said as the light around her body faded, revealing her in her Adamantine Armor. Many of her guild mates were disbelieving of the fact that Erza was actually going to attempt so reckless.

With a tremendous bang the cannon fired, Erza put the twin shields on her arms together, a giant magic circle which began blocking the cannon's shot was created. For a while the two forces appeared to be in a stalemate of sorts, but soon cracks began to form along Erza's shield, which spread along the armour. Thankfully, the cannon fire stopped, though not before it completely shattered the Adamantine armour, leaving Erza in her white blouse and a few fragments of the armour as she was sent rolling across the ground.

"Erza!" Her guild mates cried, worried for the Re-quip mages safety.

"Are you okay, say somethin'." Natsu said

"Makarov has fallen." Jose's voice rung out from the mobile base over a set of speakers, "And Erza can no longer stand, Lucy Heartfilia is in our possession. You have no choice but to accept your fate."

"Shut it!" Naruto's voice cut through the dread-filled silence, "We're Fairy Tail wizards, the odds could be one hundred, one thousand, hell one million to one! We'll never accept that we've been beaten _especially_ not by the likes of you!" Naruto's rant soon roused his other guild mates into a frenzy, Kushina looking at her son proudly.

Erza, who was still barely conscious managed to scream out, "We're not going to abandon Lucy, we'll take her back, even if it kills us!" The other guild members roared in agreement.

"You can cut the bullshit right now; we're going to take every one of you jerks down!" Natsu yelled.

Little did the other Fairy Tail members realise was Lucy, who was being held captive in one of the mobile guild's towers had heard every word her guild mates had said, "Everyone…" She mumbled, beginning to cry.

"Regardless, you face total annihilation at the power of the Jupiter Cannon, you have fifteen minutes left, Fairy Tail!"

* * *

Omake (6): A brief history with a Card Mage.

X772.

Naruto Uzumaki was nervous, why you may ask? Because recently a brunette girl, slightly older than him had been hanging around the guild and there was talk of her apparently wanting to join Fairy Tail. To an extent Naruto was thrilled that there would be another young child joining, but due to past experience with a few children in Magnolia who were biased against his looks had made him wary of approaching other kids.

The blond had curled himself into a ball behind the bar, his four-year-old mind attempting to contemplate what he could do. "Hey buddy." He looked up to see his mother Kushina, who then sat down next to him, "What's wrong?"

"…The new girl." Naruto replied, Kushina immediately understood what her son meant, having had to deal with a few incidents involving some of the children in Magnolia.

"You're nervous, right?" She asked, Naruto lightly nodded his head in response, "Well, I can tell you a bit about her." Naruto looked up at Kushina expectantly, "Her name is Cana, she's seven and she only moved here recently, do you know what that means?" Her son shook his head, "It means, she doesn't have a friend either, maybe you could try being her first one?"

Naruto's ears perked up at that, perhaps this really was his chance to make a friend, he stood up and grinned eagerly, moving out of his hiding place from behind the bar. He found Cana's location, seated at the end of the bar with a carton of juice in front of her and he made his way towards her. Though as he slowly approached the slightly older girl he began to feel more and more nervous. He was barely a few feet away from her as he took a deep breath to calm himself, "Hi." He said quickly, the brunette turned to him and looked at him.

Naruto tensed up, closing his eyes as he did so, fearing he'd messed up somehow. "Hello." She said back, Naruto tried not to let his surprise show. Though he honestly didn't think he's get this far, what now? Introducing himself seemed like the best place to carry on.

"I'm Naruto." He greeted.

"Cana." She replied back, she looked Naruto up and down, and noticed two features about him that the young brunette found quite peculiar, "You have claws and a tail?!"

"…Yeah." Naruto said nervously, hanging his head slightly, this was typically the point where the kids didn't want to be his friend, he wasn't expecting what Cana said next.

"That's so cool!"

"Y-you think so?" He asked, quite shocked that the girl actually thought it was cool instead of scary.

"Yeah! Wow, it's so soft and fluffy!" She said, stroking the tail lightly, "Hey, do you wanna have some juice with me?" Naruto grinned at the Card mage's question.

"Sure!" After getting his own carton, Naruto and Cana talked animatedly with one another. They talked about a few of their own experiences, nothing personal of course but sharing a few funny stories here and there gave birth to Naruto's first friendship within the guild.

Time skip: A few weeks later.

Naruto should have known this would happen, he had just heard that Cana had been seen talking with a few of the children in Magnolia. It was bound to happen sooner or later, but the kids the aspiring Card mage had been seen speaking with were a few of those involved with some of the nastier incidents, some had gone as far as to hurl sticks and stones at the blond. While they we typically sorted out (read had the crap scared out of them) by Kushina, the children still held something against him based on his appearance alone. He sighed despondently as he realised they would likely find some way to turn Cana against him.

The guild hall doors creaked open and the young brunette stepped in and just as Naruto feared, she began to walk up to him. He was expecting her to scream at him and renounce their friendship in some way, he did not expect her to wrap an arm around his shoulder and hold him tightly. "I… thought you were going to hang out with those other kids?" He asked after a brief moment of silence.

"I was… but when I asked if you could join us they started dissing you. So I broke the leader's nose and told them I'd rather have one good friend than hang out with a couple of jerks." She said, patting his hair lightly, Naruto felt slightly overcome with emotion and he began to sniffle lightly as he returned the hug. This affectionate display didn't go unnoticed by the other guild members with a few of the older female members (including Kushina) going 'Awwwwwwww'.

Time skip: October 10th X781 (Naruto's 13th birthday)

It had been some years since Cana and Naruto had first met, while the two didn't talk as much as they used to when they were kids they were still on good terms. Now, in celebration of Naruto officially becoming a teenager the guild was in a celebratory mood. Kushina had gone to collect more food for the buffet as it quickly started to run out of food given the sheer number of people at the party. "Hey Naruto!" A now sixteen-year-old Cana called him over, a mug of beer clasped in one of her hands and a pink blush on her face. Naruto knew his friend was a heavy drinker and had spent the day getting hammered just to see if she could beat some of her guild mates in a drinking contest, even though she was already drunk. "Kushina's gone and I've got some booze with our names on it, how about a drinking contest?"

"Cana, I'm underage and I know that you could beat me in a drinking contest." Naruto said to her calmly, turning away.

"What are yah, scared?!" She shouted after him teasingly, everyone in the guild hall heard her.

Just as Cana had predicted, Naruto's pride reared its head, "You're on!" He said.

A few hours later…

"What exactly made you think it was a good idea to get Naruto drunk?" Kushina scolded Cana, if Naruto had gotten slightly tipsy, Kushina wouldn't have minded. However, Naruto got so drunk that he had demolished half a forest just to get a kick out of it. Now Naruto had passed out and had been taken to bed to get a good night's rest, if only he knew of the hangover that would come in the morning. Though it was time to give Cana her punishment, "No alcohol for two weeks." Kushina said succinctly.

"Two weeks but that's-"

"Three weeks." Kushina cut Cana off.

"Three! That's so-"

"A month."

"Bu-"

"Do you wanna go for two months?" Kushina threatened and Cana lowered her head.

"No ma'am." She said despondently.

* * *

A/N: Roll credits! Wow, this was a _long_ chapter, but anyway I hope you all enjoyed it, please, I would appreciate some feedback.

1) In a way, Lucy and Juvia were quite similar in that they both had a lonely childhood, so I just thought I'd add this line in.

2) As you may have noticed I have tweaked several canon scenes and information whether it's drastically or subtly, in this case I've decided to give the Element Four different titles instead of (E4 member) of the (Element).

3) Again another example of slight tweaking as I'm saving Elfman for his eventual fight with Sol

4) I know this may seem like a lot less of a climactic way to end the Fairy Tail Vs Phantom Lord battle in Oak Town, but trust me it's for a good reason that will become clear in the Gray Vs Juvia battle.

5) Jose was willing to fire the Jupiter Cannon when Lucy was there, with no guarantee that she would survive, although it's established Jose was going to hold Lucy hostage until her father gave them money I think his ultimate goal in the mission was to destroy Fairy Tail, regardless if Lucy survived or not. But don't worry, Lucy will still get her kick in at some point.

6) This is the first instalment of a little Omake mini-series, showing how Naruto introduced himself to either the main cast, or other members, it will eventually end with a bit of Team Wildfire friendship. I'm going in chronological order from when members joined, in case you're wondering on who's up next here is a list: Gray, Erza, Natsu, the Strauss Siblings.


	4. Counterstrike

Chapter 4: Counterstrike

* * *

" _Regardless you face total annihilation at the power of the Jupiter Cannon, you have fifteen minutes left Fairy Tail!"_

As soon as Jose's proclamation was made, hundreds of spectre-like figures with glowing red eyes and clad purple cloaks began to fly towards the Fairy Tail guild hall.

"What's Jose thinking?" Macao asked incredulously, "If he fires Jupiter now his own men will be caught in the blast."

"He must be bluffing." Wakaba added confidently, however a certain Card Mage was quick to shoot down his assumption.

"I'm afraid not." Cana said, "That's Jose's magic, Shade. In other words, those Phantom soldiers aren't real, so it won't matter to Jose whether they're destroyed or not."

"Then I'll take out the cannon!" Natsu boasted, "I just have to destroy it, right?" Cana nodded in response to the Dragon Slayer's question.

"Wait Natsu!" Kushina called out, "You want to fight Gajeel more than any other opponent now, right?" There was a nod from the Dragon Slayer, "And it's more than likely Phantom has one of the Element Four guarding the Cannon, so don't waste your energy on fighting one of them."

"Okay…" He said, reluctantly agreeing with Kushina's reasoning, "But who's going to take out Jupiter?"

"Who do you think?" Naruto asked rhetorically as he stepped forward.

"That's right." Kushina said, "Listen up! I, Natsu, Naruto, Gray and Elfman are going to launch an assault on Phantom's base. Mira will take care of the wounded. Cana, you will be in charge of coordinating the attacks against the shades. Any objections?" When no one responded Kushina smiled, "Good! Now let's show these Phantom bastards what _real_ wizards look like!" There was a roar of approval from the crowd.

Natsu took off on Happy, flying towards Phantom's base in an effort to pick up Gajeel's scent. Gray constructed an ice bridge for him and Elfman to cross over on.

Kushina of course, had her own way of getting across the water, "Chain Make: Swing Shot!" A golden chain was launched from her palm, piercing into Jupiter's barrel. Once she gave the chain a tug to make sure it was stable, she offered a hand to Naruto, "Ready?" Receiving a nod from her son as he took her hand, Kushina yelled out another command, "Retract!"

"Then we'll hold down the fort here!" Cana yelled, holding a tarot card between each finger as Naruto and Kushina were pulled towards Jupiter.

When the two reached Jupiter, both were able to scale the barrel's sides, Naruto using his claws to grip the metal and Kushina using the last remnants of her chain. "This is where we're going to need to separate for now Naruto." Kushina spoke up, addressing her son, "After all, we both know who I'm going to have to face."

"Jose," Naruto said, though the blond didn't necessarily need to be told he was right, "Stay safe mom."

"I should be the one saying that to you." She said playfully as both Uzumaki grinned at each other. Kushina watched as Naruto entered the inside of the Jupiter Cannon, realising the best way to disable the cannon was to destroy its internal power source. The elder Uzumaki turned to the front of Phantom's castle and cracked her knuckles, "Now, where should I get started?"

* * *

Naruto was currently making his way through the inside of the Jupiter Cannon towards a source of light at the other end of the weapon. When he reached it he was met with the sight of a room containing a large, colourless, transparent, spherical Lacrima with four smaller Lacrima of the same shape surrounding it. Each of the smaller Lacrima were coloured red, green, blue and brown.

"Eleven minutes until Jupiter fires." An automated voice rang out, indicating the countdown until the turret could fire again.

"So they're using the Lacrima to focus the magical power they need to fire of Jupiter…" Naruto mumbled before he grinned, "Still though, it's nothing a good explosion can't destroy."

"I'm afraid I can't allow that." A voice spoke up, looking down in the direction of the voice, Naruto saw a man dressed in a red fur-lined trench coat with mesh armour wrist and shin guards. The man's hair was done up in a white and black topknot hairstyle and he had an incomplete line of black face paint going across his features.

"Are you one of the Element Four?" Naruto questioned, noticing the man was completely alone, so he was presumably a powerful wizard.

The man smirked, "You are correct, I am Totomaru of the Grand Inferno."

Naruto clenched his fists, realising that the now-identified Element Four member was almost-certainly not going to let him destroy the Jupiter Lacrima, "Well, Element Four member or not I'm destroying this Lacrima! Bomb Burst!" He declared as he jumped down from his position and landed, sending a series of explosives towards the central crystal.

"Yellow lights," Totomaru mumbled before he smirked confidently, "so Master Jose was right to select me as the Jupiter Lacrima's guard." The fire-user's musings were lost to the sound of the explosions.

However, barely a moment after the detonations occurred, an opaque, orange orb that was roughly half the size of one of the smaller Lacrima in the room flew from the smoke. Realising that the orb was headed straight for him, Naruto jumped out of the way of the projectile's path, the object struck the wall behind him, dissipating in a cloud of flames. The blond turned his attention back to the smoke cloud, his eyes widened in shock as the Jupiter Lacrima appeared completely unscathed.

"Ten minutes until Jupiter fires." The automated voice rang out again.

"Surprised?" Totomaru asked condescendingly, "Your explosions are useless against me! It doesn't matter if it's natural or magic, all fire bends to my command!" He declared boastfully.

Naruto growled in annoyance, realising it could be tricky to find a way around Totomaru's abilities, though there was still something bothering the Uzumaki about the results of his attack, "How did you know they would explode?" After all, one wouldn't immediately assume light of all things would spontaneously combust.

"You may have never given an interview before, but it's obvious to me you're the so-called 'Hellhound of Fairy Tail'." Totomaru explained before he continued, "Eyewitnesses to your exploits describe what occurs when you use your techniques. Stopping your attacks was a simple matter via using the flames to cushion their concussive force."

Naruto clenched his teeth in response to the fire-user's explanation, 'Dammit, that means this bastard is going to be tricky to deal with. Looks like I'll need to do this the old fashioned way.' He thought, rushing at the Element Four member with the intent to fight him in hand-to-hand combat.

"So now you don't want to use magic?" Totomaru sneered as he dodged Naruto's blows before jumping back a fair distance from the blond and drawing his sword from its sheath, "That's fine by me! My katana is at the ready!"

"Nine minutes until Jupiter fires." The automated voice rang out again.

The announcement became a cue for the combatants to rush at each other, Totomaru struck out with a vertical slash. What he wasn't expecting was for Naruto to grab both sides of the blade with his palms and hold it there, "What was _that_ supposed to accomplish?" The fire-user scoffed.

"This." The Uzumaki replied simply, kicking the Element Four member in the stomach. Totomaru gave a grunt of pain, placing his sword to his side as he did so and clutched the area where he'd been struck, courtesy of the wound on his abdomen that had been inflicted by Naruto's claws. The blonde however, wasn't finished, "Explosion Twister!" He cried, hurling a series of explosives so that they formed a tornado-like shape.

"It won't be that easy!" Totomaru shouted in rage as he nullified the explosions and once again hurled the resulting flames in the blonde's direction. Naruto once again avoided the fiery orb tossed at him, despite the fact that his counter missed, Totomaru soon regained his composure as he spoke up again in a self-confident tone, "Did you honestly think that would work? What were you trying to-" The fire-user was cut off when a sudden explosion directly next to him sent him hurtling backwards, causing his katana to fly out of the hands

"What in the…?" The Element Four member muttered groggily, though his shock quickly turned to anger when he noticed his sword was now hardly more than a badly scorched stump. The fact was further aggravated when he noticed Naruto's smug grin.

Another announcement was voiced as Jupiter's countdown continued, "Eight minutes until Jupiter fires."

"What did you do?!" Totomaru growled angrily.

"Well, since you asked _so_ nicely." Naruto began sarcastically, "I can also turn anything I touch into a bomb, you just didn't notice I'd placed one on your sword." With his opponent disarmed, Naruto lunged for the Phantom mage.

However, Totomaru raised his hands up to cast a spell, realising his only means of fighting up-close was gone, "Orange Fire!" The attack struck Naruto almost directly. Normally a little fire wouldn't bother the blond, having spent much of his time around Natsu but the flames produced a particularly foul stench that caused the Uzumaki to stop in his tracks. His nose may not have been as sensitive as Natsu's but the smell was still terrible.

The Element Four member smirked at his successful attempt to incapacitate his opponent, "Smells like an old rag soaked in spoiled milk, doesn't it?"

"That was a cheap shot." Naruto said, squaring up to Totomaru.

"And blowing up someone's sword isn't?" The fire-user retorted as he mimicked his opponent.

"Seven minutes until Jupiter fires." The announcement rang out again.

* * *

Meanwhile on the ground the fight against the shades Jose created was more or less a stalemate, with neither side gaining any ground, though the Fairy Tail wizards were slowly beginning to become tired. Bisca was currently fending off a group with her magic shotgun, however one attempted to blindside her and would have passed through her to weaken her if it weren't for the actions of a certain Card mage, "Thanks for the save Cana." She said in gratitude.

"You can't afford to let your guard down; those Phantom creeps don't know what it's like to have your friends hurt or their guild hall destroyed." The Card mage said as several of the other mages held off other shades, "Keep fighting! We've got to trust Naruto to take down Jupiter!"

"Well that's good and all!" Wakaba yelled back at the brunette, "But where the hell did Loke get off to?" He asked, taking note of the ring-user's absence.

"He said he had to get something." Macao replied as he used his Fire magic to incinerate a nearby shade.

"At this time in the battle?!" Alzack shouted in surprise, "What does he think he's doing?"

"Don't worry about Loke." Cana said with a confident smile, "He doesn't do something like this unless it's important, so he has his reasons." As she was saying this the auburn-haired wizard was running through the streets of Magnolia, looking for a particular set of keys.

With the assistance of her guild mates Cana was able to make her way to a boarded-up area at the back of the guild, where Mira was able to speak to her through the gaps in the wood, "Mira, how long do you think we have until Jupiter fires again?"

"I'd say about six minutes." She replied worriedly.

"Don't worry, I'm sure Naruto is working on a way to stop it." The Card mage said, attempting to calm the barmaid's worries.

"I know, but still… and Elfman…" She trailed off, while she believed in her younger brother's abilities the Element Four residing in the base were still S-Class wizards and definitely shouldn't be taken lightly. Her fear for Naruto's wellbeing was because the blond was like another little brother to the eldest Strauss not just because he hung around Lisanna but also because the Uzumaki's condition gave the white-haired mage a sense of kinship towards him.

"They'll be fine," Cana said, giving a sympathetic smile to her friend, she held similar sentiments, even if she didn't express it openly, "besides, you know who's with them."

"Yeah." Mira chuckled, reassured by the fact that Kushina was also present within the castle walls before silently wishing her fellow guild members luck, despite her still-worried expression.

* * *

" **Stand still!"** Naruto shouted at Totomaru, having morphed into his Etherios Form. The Element Four member was able to avoid the attacks while simultaneously launching his own, despite having a bloody gash on his right shoulder from being taken by surprise by Naruto's increased speed in his transformed state. The two had practically fought one another to a stalemate with their barrages as another update on the countdown of the Jupiter cannon sounded.

"Five minutes until Jupiter fires." At the latest announcement the smaller Lacrima began to glow their respective colours as the central Lacrima began to shine with a bright, white light. Both mages realised what it meant, Jupiter was entering the final stages of the charging process.

"Looks like Jupiter is almost done, it won't be long before your pathetic guild is wiped off the face of the Earth!" Totomaru declared confidently.

' **Crap.'** Naruto thought, **'I'm running out of time, if I can't destroy Jupiter soon the guild will be-'** A sudden thought struck Naruto, silently berating himself for not realising the solution to his problem sooner. He shrunk back down into his normal form.

"Given up have we?" The Element Four member asked, his tone filled with arrogance.

Naruto's response was to grin at his opponent's naivety in assuming that he would surrender easily. The gesture was surprising to the fire-user, but not as surprising when Naruto turned so his back was facing him and hurled a series of explosives in the opposite direction.

"What was that supposed to-" Totomaru began but stopped at the last minute when he realised the explosives were moving straight towards one of the walls, 'He's going to bring the building down!' He thought frantically as he barely contained the explosives and got ready to throw the now-empty shell of fire at the blond. However, Totomaru didn't get a chance to as Naruto was hurling another round of explosives at a separate wall, forcing the Element Four member to dissipate his current orb and focus on containing the next batch.

Unbeknownst to Totomaru, this was all a part of Naruto's plan, 'Time to turn up the heat a little.' He thought in satisfaction, enjoying the fact that he was beginning to fluster the overconfident Phantom mage. "Clone Magic!" He declared, splitting into the four clones he'd used to attack Phantom's HQ in Oak Town. The four didn't need to say anything to one another verbally, knowing the original's idea.

"Four minutes until Jupiter fires."

"Let's do this!" Laughter declared, each of the clones sending their own barrage of explosives throughout the room.

"It doesn't matter how many bombs you use; you won't be able to destroy Jupiter's Lacrima." Totomaru said, due to all the explosives detonating a single orb had been formed which was now approximately the same size as one of the smaller Lacrima. The fire-user didn't have time to throw the fiery sphere at the blond as his target was continuously throwing more bombs and, in doing so distracting the Element Four member, causing him to add more flames to the steadily-growing orb in an attempt to contain the increasing number of explosions.

Suddenly, Totomaru felt something was wrong with the shell of flames, as if he was beginning to lose his control over it, "What's going on?" He asked, his face beginning to crease with worry lines, which turned into shock as he realised the orb was beginning to destabilise and that meant only one thing, the explosions that were currently taking place within the orb were going to be released.

"So you've hit your limit?" Naruto asked smugly, having turned back into the original once the fire-user began having trouble maintaining the sphere as he took note of Totomaru's change from worry to anger when the Element Four member realised he had done exactly as Naruto wanted, "And with that I say tick, tick, boom!" As Naruto said this the sphere did exactly as predicted and blew up, not only obliterating the Lacrima but also destroying the inner end of the barrel of the cannon, which after being so badly damaged, crashed into the sea. On the ground, many Fairy Tail members gave cheers of triumph at the threat of Jupiter being removed.

"So Jupiter has been destroyed? And by that Uzumaki brat no less." Jose mumbled to himself atop his position with the base's central control room, "No matter, there's more than one way to skin a cat. Gajeel?" He asked as he raised a Communications Lacrima up.

"What is it?" The gruff voice of the Iron Dragon Slayer rang out, having been assigned to guard Lucy's cell.

"Bring Miss Heartfilia to a new location, I will leave it to your discretion, we're awakening the Giant."

"Yes!" Naruto cheered as the vast quantity of smoke that had filled the room as a result of the explosion dispersed. The sight that was revealed was one of utter devastation, the room that formerly housed the Jupiter Lacrima was barely standing as cracks lined the walls and the large hole formed from the destruction of Jupiter's barrel allowed light to stream in. Luckily Naruto's condition meant he was immune to explosives, or to his knowledge at least, his own ones.

The blonde's revelling was cut short as a familiar voice cut in, "You, son of a bitch!" Naruto turned to the source of the voice, realising it was none other than Totomaru. The Element Four member was looking worse for wear as his coat was badly singed and he was panting heavily.

"You're still not down?" Naruto asked in slight aggravation.

"I constructed a hasty flame shield which blocked a majority of your blast." He briefly explained, still glaring daggers at Naruto when suddenly the room shook from an unknown tremor, "He's activating it!" The fire-user exclaimed in surprise.

"What do you mean?" Naruto asked, trying to keep his balance as the room began to shift.

Totomaru grinned, "Phantom's ultimate weapon, one that will surely spell the end of-" He wasn't able to continue as he was sucker-punched in the jaw by Naruto, knocking him out.

"All you needed to say was 'Phantom's ultimate weapon', now I just need to figure out a way to stop it." Naruto said.

"Naruto!" He heard a familiar voice call out to him as Gray and Elfman entered the room from a hallway leading into another part of Phantom's base, "We heard the explosion and came running." The Ice-Make wizard explained, though both mages visibly relaxed as they took note of what had transpired.

The Uzumaki grinned in response, "Yeah, as you can see, I took care of things here. Have you guys encountered anyone else from the Element Four?" He asked.

"No, we haven't." Elfman replied, "But what was that shaking just now?"

"This guy," Naruto said as he gestured to the unconscious Element Four member, "said it was something about Phantom's ultimate weapon."

"So they have something stronger than Jupiter? What could it be?" Gray asked in shock, doing his best to maintain a calm persona.

"I'll go take a look." Naruto said, using his claws and natural agility to ascend one of the many piles of rubble formed from the explosion towards the hole that used to house Jupiter's barrel. The blond paled when he saw the sight before him, Phantom's base had shifted around in such a way that it barely resembled a castle, instead turning into a construct that looked more like a giant human than a fortress. However, that wasn't why he was immediately fearful, as he looked up he noticed the giant's right hand was being used to draw a colossal magic circle and one that he recognised. The bomb-user jumped down to deliver the grim news to his allies.

"Well, what did you see?" Gray asked in concern as he noted the worry on Naruto's face.

"They've turned their base into some sort of machine that's casting a spell." Naruto explained before he continued, "The thing is, the spell that's being cast is called Abyss Break and with the size of the magic circle they're using, it could wipe out all of Magnolia."

The information clearly alarmed both Gray and Elfman, "Well then, what are we supposed to do?!" The Take-Over mage asked.

"I don't know." Naruto said, looking down despondently before raising his head up again, this time wearing an expression of determination, "But we need to find whatever is powering it and destroy it. I know it's not ideal but I think we have to split up, it'll give us a better chance of finding the source." The other two mages nodded as they couldn't argue with the blonde's reasoning, each of them silently wished each other good luck as they departed, intent on now saving not only their guild, but also their town.

* * *

A few minutes earlier (with Kushina).

"Well this is a pain in the ass." The redhead grumbled, for all of the time she had been in the mobile guild base the only opponents she had encountered were grunts and top of that she was completely lost and had been wandering aimlessly within its halls for ages.

Luckily, her prayers were answered when she heard the cries of a certain Fire Dragon Slayer, "Where's Gajeel!" She heard Natsu's voice yell as she went in his direction, eventually finding them in a hallway and witnessing the end of Natsu attempting to interrogate a Phantom mage, attempt being the keyword as it appeared the man had been knocked out before Natsu had begun yelling at him.

"Kushina!" Happy cried in glee, being the first of the duo to notice her presence as he flew over to her and perched himself on her shoulder.

"Hey there Happy." Kushina chuckled, stroking the flying cat gently, Natsu looked ready to greet her, but before he could the entire base shook with a resounding boom.

"Are you okay?" The Dragon Slayer asked as the trio steadied themselves.

"Yeah," Kushina replied, "Any luck finding Gajeel?"

"No," Natsu said, clearly quite annoyed that his search was currently fruitless, "What about you?"

Kushina laughed nervously at this, it didn't take too long for both of her fellow guild members to realise that she lost, "Strongest woman in the guild and she gets lost." Happy deadpanned.

Before the redhead could retort, the hallway they were in began to move, Kushina was alright when it came to maintaining her balance, though Natsu was beginning to look a little green and had to steady himself against a wall. Once the hallway stopped moving, Kushina didn't bother retorting to Happy's quip as a dark aura slowly began to leak off her as her hair began to rise despite there being no breeze. The blue cat immediately flew off Kushina's shoulder, he didn't realise her reason for the increasing rage, but he knew as well as anyone in the guild to not anger her.

Natsu was still recovering from his bout of motion sickness as Kushina spoke up, "Have you been neglecting your training?" After her question the Dragon Slayer froze, giving away the answer to the redhead causing her to sigh in a mix of annoyance and exasperation, "You know that if you ignore it, your resistance to motion sickness will start to regress."

"W-wait, I-I can explain!" Natsu stammered, shortly after the Dragon Slayer had joined the guild he had been required to take missions with the supervision of a senior member. When Kushina learned of his motion sickness she had him spar with anyone who had the time on a rocking boat, resulting in Natsu becoming resistant to motion sickness. However, after he first discovered the useful trait he believed he didn't need to train anymore, an idea that was soon rebuffed when his motion sickness began to return. While he still did the training from time to time, sometimes he would go through a period where he wouldn't do so, meaning his motion sickness would gradually return.

Kushina held up her hand in response, "No need, I'll overlook this for now given the situation, but mark my words, once we're done with this I am going to put you through hell and back. Are we clear?" She asked as Natsu was shaking with the fear of incurring her wrath, though he still managed a light nod.

Natsu soon got over his fear as his nose twitched, "Is it Gajeel?" Kushina asked, Natsu once again nodded at the redhead's question, "Then go." At her command, Natsu and Happy ran off, intent on tracking down the Iron Dragon Slayer.

* * *

Omake: The Ice Mage's Lesson.

Fiore, X774

Gray Fullbuster sat atop a hill overlooking Magnolia, the novice Ice-Make wizard had recently joined the Fairy Tail wizard guild, doing exactly as his late teacher Ur had asked of him by going west and finding the guild he liked the best. However, shortly after joining the young boy had encountered another young member of the guild, Naruto Uzumaki, a boy who appeared to possess the feature of a demon from the Book of Zeref. Given Gray's experience with the demon Deliora and how it had destroyed his village, killing everyone else while he miraculously survived, then the very same demon had battled with his teacher the battle being so tough that Ur's only option was to seal it away, sacrificing herself in the process.

Naturally, this caused Gray to develop a deep-seated hatred for demons or at least those from the Book of Zeref. Though the young blond hadn't shown any malice towards Gray, he couldn't help but act cold towards him. Footsteps behind him alerted him to the presence of someone approaching, he turned to see a red-haired woman he'd seen around the guild hall and he knew her name, Kushina Uzumaki, Naruto's mother.

He didn't think he needed to be told what she was there for, "Look if you're here to chew me out about how I acted to your son, I just don't like him so I'm not going to apologise."

"And I'm not expecting you to." She retorted, taking a seat down next to him on the grass, "I'm not going to pry but I'm guessing that you've had a bad experience with demons in the past."

"And what would you know?!" Gray snapped, giving the redhead a furious glare, especially as she just assumed something about him when she didn't even know him.

"Quite a lot actually." She replied sternly without missing a beat, "You don't have to tell me anything but it's always best to talk with someone who understands what you've been through." She said in a slightly more-comforting tone.

Gray remained in silence, choosing only to look down before he eventually spoke up, "Deliora." In Gray's mind, if Kushina was indeed telling the truth about demons she would surely know of the destruction that it caused and hopefully understand his hatred for the abominations.

"Ah…" Kushina said, "I'm aware of it, but Naruto isn't Deliora, is he?" She questioned.

"No, but-"

"Then there shouldn't be a reason for you to hate him. And I know what it's like, losing people you care about to a demon, I lost a lot of good friends to the one who attacked my village, including my husband." She said, looking down solemnly, "But the point is, I do understand." At this she put an arm around the young boy's shoulders.

The Ice-Make wizard grumbled at the action, but didn't shrug it off until he stood up and walked off. Afterwards Kushina made her way back to the guild, she smiled as she noticed Gray chatting with Naruto and Cana, the three now all getting along.

* * *

A/N: Well, I hope you all enjoyed this chapter, I'm sorry this took long coming out. Next chapter will see a slightly changed version of Elfman's back story as well as a massive change to the Gray vs Juvia battle, but you'll all just have to wait and see what that is. Also, just want to say, if any of you are interested, from the 21st-27th of July will be NaLi week and I will be doing a series of one-shots based on the prompts with two extra one-shots for the pre-week celebration on the 20th (or possibly before) and the 28th which will be the bonus day. Anyway, I'll hopefully see you all next chapter.


	5. Weathering their storms

Erza groaned as she cracked her eyes open, feeling sore and drained of magic even after her rest from being struck by the blast of the Jupiter Cannon. She attempted to sit up but stopped as Mira's worried voice rang out, "Erza stay down!"

"…Mira…" Erza mumbled, "What's going on?" She asked tiredly.

"The battle is far from over but Naruto was able to destroy the Jupiter Cannon." Mira informed the redhead.

Erza smiled lightly at the news, "That's good."

"It is but…" Mira said, trailing off though she was quickly forced answer the swordswoman's questioning look, "After Jupiter was destroyed, Phantom's base… changed, for lack of a better word. It's constructing the magic circle needed to cast Abyss Break."

"Then I have to help stop it!" Erza shouted, yet again attempting to stand to her feet again, though this time she managed to successfully stand to her feet. However, she barely walked more than three steps before Mira stopped her.

"Erza please, you need the time to rest." The white-haired barmaid pleaded.

"Mira, I can't!" The Requip mage asserted, despite her injuries, "I need to help everyone in any way I can-"

"And you can't do that in the state you're in!" Mira shouted, promptly silencing Erza, a look of surprise on her face at Mira speaking up against her. "You're magic took a huge hit from stopping Jupiter's blast. I know you want to fight, even though you're tired but going in there with hardly any magic left would be suicidal. So, I'm going to help you out." She said, clasping Erza's hand.

"Mira, are you sure?" Erza asked, realising what her friend was going to do. The barmaid's response was to give her friend a reassuring smile.

"I know I'm not active anymore since… the incident, but I was still an S-Class mage and if I can do anything more to help, then this is what I want to do." Mira explained, beginning to focus her magic on Erza. (1)

The Requip mage began to feel her store of magic refill, if only a little bit, the process only lasting for a few moments. As soon as it was finished Erza had to steady Mira, who now looked slightly pale, "Are you okay?" Erza asked, assisting the model in sitting down.

"I'll be fine." Mira assured, "I just need a little bit of rest. Now go and show Phantom why you don't mess with the Queen of the Fairies." She continued encouragingly.

"Right." Erza said as she began to walk towards the exit of the guild, intent on joining her allies on the battlefield.

"Oh and Erza?" Mira asked, she continued once the S-Class mage turned to her, "Please… look after Elfman."

Erza nodded in response, "I will, but you shouldn't worry about Elfman, he can handle himself just fine."

* * *

"As a real man it's my duty to protect Fairy Tail no matter what!" Elfman roared, letting out a battle cry as he charged through the halls of Phantom's base, attempting to coax a Phantom mage out of hiding, more specifically a member of the Element Four.

His ploy quickly worked, as soon as he stepped on a tile, an eye opened-up on it and Sol's figure emerged from the ground behind Elfman, "Salut." The Earth mage said darkly as Elfman turned to face him.

"One of the Element Four." Elfman muttered, throwing off his jacket.

"Comment ca va?" Sol questioned, "My name is Sol, Monsieur Sol."

"Like I care, all I want to know about is how to stop this thing." Elfman stated, "Full-Body Take-Over: Reptile!" (2) He shouted as his body was encased in light, when it cleared Elfman was changed. His body was covered in rough, green scales. His toes had fused into two points on his feet with another appendage at the heel both this and his fingers were now tipped with claws. The only difference being that the claws on his fingers were hooked. His face had developed into a snout not too different from that of a monitor lizard. Finally, a metre-long, muscular, lizard-like tail now protruded from his lower back, "So how about you tell me?!" He roared at the Element Four member, showing off his now inverted, dagger-like teeth and a forked tongue.

"Oh?" Sol said with intrigue, "Your entire body, it seems the rumours about you were wrong then." Sol's condescending tone implied that he wasn't impressed.

Elfman gritted his teeth, knowing what Sol was getting at, "If you don't shut your trap, I'll make you!" He shouted, lunging at Sol. However, despite Sol's tall and lanky build, he proved to be much faster than he appeared, but he wasn't quick enough to avoid the front of his suit being shredded. Though Elfman's new form demonstrated how physically powerful it was by destroying the ground the Earth mage had been previously standing on.

Contrary to the situation he was in, Sol kept an arrogant smirk as he spoke to Elfman once again, "Didn't you _have_ a little sister?" He asked as leapt back, "Sable Dance!" He called, whipping up a billowing sandstorm. Luckily Elfman's reptilian form meant he wasn't as affected by the sand as he would have been as he slowly but steadily pushed through the sandstorm. Bizarrely, Sol didn't attempt to flee, even as Elfman reached to grab him and contain the Element Four member in a vice-like grip.

"Got you!" Elfman exclaimed in triumph, much to his surprise though, Sol turned to dust in his hands, "What the-?!"

"Roche Concerto!" Sol called out, having used the distraction to get behind the Take-Over mage. Immediately, the debris Elfman had created in his new form soared upwards, striking the second oldest Strauss and forcing him to leap back.

"Non, non, non!" Sol said, disappearing once again into the ground, only to almost-instantly reappear behind Elfman and wrapping his body around Elfman's right arm and leg like a snake, "Salut!" Sol once again greeted.

"You are seriously creepy." Elfman stated, attempting to pull the Earth mage off, only for Sol's body to stretch like a rubber band, even with Elfman's increased strength.

"Non, non, non! With three nons, you don't stand a chance!" Sol said, confident in his ability.

"Get off me Man-Sewer Sol!" Elfman stated, still pulling on the Earth mage's body but to no avail.

"It's _monsieur_ idiot!" Sol corrected, clearly insulted by the Take-Over mage's pronunciation as he proceeded to rapidly unravel himself and launch a mid-air roundhouse kick at Elfman. The middle Strauss flinched at the impact, surprised by the strength behind the kick, but took silent satisfaction in the fact that Sol hissed in pain lightly.

However, the Element Four mage was quick to recover as he began to insult Elfman once again, "Two years ago, you attempted a Full-Body Take-Over and failed, no? You went berserk?"

Elfman's expression briefly flashed with guilt before he verbally retaliated to Sol's jab, "You shut up!" Elfman then proceeded to launch himself at Sol again, priming his claws for a vertical slash. However, he was soon halted by a sight that horrified him, just before he was about to land his blow he realised his target was no longer Sol, but instead an exact replica of a fifteen-year-old Lisanna Strauss. "Lisanna…" He mumbled in shock.

"I apologise," Sol said in an insincere tone, "I took the liberty of scanning your memories when you so rudely stepped on me earlier." He continued, chuckling darkly.

"Why you!" Elfman growled, clearly angered by the Earth mage using the image of his younger sister against him.

"My, my what an adorable little sister you have. I guess that from your memories you haven't seen her in a while?" He asked, clearly enjoying pushing Elfman's buttons, "Oh excusez moi, now I see that she was buried in the cold, dark ground." He continued, feigning sorrow.

Elfman continued to stare in shock at the duplicate of his sister, changing back to normal, "Que horreur! How could you do something so cruel to someone who loved you so much?!"

Then as if the situation couldn't become even more torturous for Elfman, the statue _spoke_ in a mixture of Sol and Lisanna's voice, the eyes opening as it did so, "Yeah, big brother Elf!"

Elfman attempted to regain his composure and let out a roar as another magic circle indicated he was going to change his form again, his body beginning to lightly shimmer, 'I can't let him get to me! I've got to do this.'

"Non, non, non. Surely you are not thinking of using _that_ form? Don't you remember what happened the last time you tried?" Sol asked condescendingly, twirling his moustache as a multitude of replicas of the youngest Strauss rose from the ground, all of them looking at Elfman with a mix of fear, anger and clearly ashamed of the middle Strauss.

"It was all your fault!"

"How could you forget?!"

"I thought you loved me?!"

"I only want to help you!"

"No, don't do it!"

After the cries were hurled, the shimmering around Elfman stopped and he fell to one knee, exhausted from his attempt at using his most powerful form. "You really shouldn't try to do something you know you're incapable of." Sol lectured, "All you've done is wasted your magic energy."

"You're nothing but a coward." Elfman growled, "A real man would fight me instead of messing with my head!"

"Are you insinuating that I'm not a real man?!" Sol asked caustically as he began to disintegrate the statues, collecting the dust into a swirling mass, "Non, non, non. How dare you insult me like that?! Connard, what gives you the right to tell me how a real man should behave?! You're not a man, you're a monster who murdered his little sister!"

"Platre Sonata!" Sol cried, the dust of his statues collecting into a large, fist-shaped rock. The Earth mage then proceeded to smash the structure into Elfman, crushing the Take-Over mage into a wall with enough force to shatter it and exposing a view of the battle taking place at the guild hall below. "You also have an older sister, correct? Mirajane Strauss, formerly known as the She-Devil, but now she doesn't even hold a fraction of the power she used to. It's a shame, but it won't be long until she is destroyed along with the rest of your guild." Sol said, "You killed Lisanna and soon Mirajane will join her. Imposter! Your manly image is just a façade to hide the weak, powerless wizard you really are!" At this a magic circle appeared before Sol, casting its glow upon Elfman, causing the middle Strauss to clutch his head in pain.

"A real man would never let that happen to such fair creatures. For that crime, you shall receive eternal torment!" Sol stated, "Merci la Vie! You shall become part of the earth and relive your most painful memories over, and over again!"

"No! Stop it!" Elfman screamed as a bright, white light blinded his vision.

After a few moments, Elfman found himself in an area he knew quite a lot about, the gravesite of his former pet parakeet, who had passed away when he twelve. Strangely, there seemed to be a thick mist that obscured most features of the landscape, 'What am I doing here?' Elfman thought as he stared at an image of himself when he was twelve, crying over his parakeet's grave.

"Big brother Elf!" He heard a voice cry out from the mist as another person came into view, an eleven-year-old Lisanna Strauss came running towards him.

"It's you, hey!" Elfman said, breaking out into a smile as he bent down to pick her up. Much to his shock and horror though, she passed straight through him like a ghost.

"Come one, please try to cheer up." The younger Lisanna said reassuringly.

"I can't! My parakeet's dead and it's all my fault!" The young Elfman replied sorrowfully.

"No it's not! You had nothing to do with it, even though it's sad all living things have to die eventually."

"Really? Everything has to die?" The young Elfman questioned.

"It's sad but that's just the way life is." Lisanna replied, "Don't worry your friend will live on in your heart for as long as you live."

"Live on in my heart?" Elfman mumbled, smiling fondly at the memory, however that feeling was quickly cut short by the young Elfman's reaction, which was the exact opposite to the older one.

"Shut up!" He cried, shoving Lisanna away from him, "You don't understand how I feel!" At this, the young Elfman proceeded to turn his back and run from his little sister, still sobbing.

Lisanna began to tremble as her brother ran off and began to cry. The older Elfman was of course distraught by the scene he had witnessed, "Don't cry Lisanna." Elfman said, trying to reassure the crying girl, "I didn't know what I was saying."

"Jeez…" He heard someone remark distastefully, Elfman turned to see a younger version of Mirajane before the landscape changed, now Elfman was standing in Magnolia South Gate Park.

"Don't tell me that you two are fighting again?" A fifteen-year-old Lisanna Strauss chuckled, addressing her question towards Natsu and Happy. The latter two were seated at the base of a tree. Curiously, Naruto was with the two, perched on a branch using the claws on his feet.

"Natsu ate my whole fish and he didn't even ask me first!" Happy accused.

"Whenever I eat anything you say it's yours." Natsu remarked back in a snarky tone.

"Well maybe you shouldn't take others' food." Naruto said teasingly, he and Lisanna laughing lightly at the scowl the Dragon Slayer gave them.

"No, this is the day that…" Elfman mumbled, however he was quickly broken out of his musings by the arrival of a now-older Mirajane and Elfman.

"Come on Lisanna, let's go we've got to get to work." Elfman stated.

"What? We just got back from a job, can't we take a little break?" Lisanna asked.

"Yeah but it's an S-Class quest, Mirajane wants us to come along and help her out with it." Elfman explained.

"No way! Totally unfair!" Natsu protested.

"What kind of job is it?" Happy asked curiously, in contrast to his partner the blue cat wasn't annoyed about somebody else going on an S-Class mission.

"It's an emergency S-Class request, we've been assigned to kill this monster called 'the Beast'." Mira explained, "You guys wanna come with us?" Mira teased the other mages and the cat, giving them a wink.

"Hell yeah!" Naruto said eagerly, jumping down off his branch.

"Do what…?" The younger Elfman questioned almost incredulously, "I'm the man in this family, I can protect you both on my own!"

"Aw, why do you have to hog all the fun?! Take me with you!" Natsu grumbled, looking ready to throw a tantrum. On the other hand, Naruto, while he looked disappointed didn't object to Elfman wanting to do the mission without either of them.

"At any rate, we need to get going." Mira said, at this prompt, she, Elfman and Lisanna began to walk off. Hearing Natsu huff, Lisanna gave her other team a personal send-off.

"Guys!" She called out, garnering their attention as she held her right arm up, her index finger pointed skywards and her thumb held out so her gesture vaguely resembled a reversed L shape, "I'll be back really soon."

"No please!" Elfman cried as he began to give chase to the Strauss siblings, "At least take Natsu or Naruto with you!" He shouted as the landscape began to change again, soon forming a mountainous area looking over a burning village.

"Elfman!" He heard Mirajane cry out, turning around, he saw a sight that terrified him. Towering over his eldest sister was the monster known as The Beast. The creature was easily as big as a small house, covered in a tough, red hide with a large, white mane. It's vicious set of horns, row of jagged teeth and glowing purple eyes were its most intimidating features. "Elfman! Pull yourself together!" Mira pleaded, however her cries fell on deaf ears.

"Mira!" Lisanna cried as she descended from the sky in her bird form, "I finished evacuating the town. Now let me help you." She informed her eldest sister, getting between Mira and The Beast.

"You have to run Lisanna." Mira ordered, "We were getting beaten so Elfman tried to take over The Beast to protect me."

"That's him?!" Lisanna mumbled in shock.

"Yes, it almost worked but The Beast was too powerful for him, now he's lost control." Mira explained.

"Oh no." Lisanna said as she provided support for her elder sister, allowing her to stand up, "How do we save him?"

"We have to get him back to his senses before The Beast completely takes over his mind." Mira informed, almost desperately as The Beast was closing in on the two sisters. The Beast growled as Lisanna began to walk towards it, "What are you doing?!"

Lisanna however ignored her sister's question as she attempted to converse with the Beast, "Big brother, are you there? It's me, Lisanna, your little sister. Our big sister Mira is here too." The Beast tilted its head in confusion at what the youngest Strauss was saying. "We're a family and when times are tough we work together and work things out." She said, cheerily smiling at her big brother, despite his transformed state, "So why don't the three of us go home and talk about what happened here today? We promise we're not mad at you."

'It's no use, don't waste your time.' Elfman thought fearfully, realising what was coming next, "Just run!" He bellowed as the Beast let out an ear-splitting roar, raising its arm as if to attack.

"C'mon, don't be afraid big brother, we still love you." Lisanna said, not sensing the imminent danger she was in as she stretched out her arms as if to accept a hug. However, the response she got was far different, The Beast brought its arm down in a swipe, striking the youngest Strauss, sending her flying. Mira cried out in obvious distress, Elfman collapsed to his knees, witnessing for a second-time what he did two years ago.

The scene soon transitioned into one of a younger Elfman kneeling in front of a grave built at the site of Team Wildfire's straw hut. "I-I'm so sorry." Elfman whimpered, barely holding back his sobs.

"It's not your fault, remember what she told you? Even though it makes us sad all living things die eventually, Lisanna will continue to live on… inside our hearts, as-long-as we remember." Mira stated solemnly.

"We will?" Elfman asked, turning around to face his older sister.

"From now on we'll live life for her and promise, we will never forget." Mira said, letting her tears flow. The eldest Strauss' eyes were devoid of the brashness that Mirajane was known for exuding.

"Never forget…" Elfman mumbled.

"Come on Elfman! Get your ass in gear!" A voice rung out as the scene changed yet again. This time Elfman was standing in a clearing deep within the East Forest, a rather secluded location to say the least. The one who had called him was Naruto.

"Why did you drag me out here?" Elfman mumbled, trying to avoid eye-contact with the blond, given the circumstances.

"Look at me!" Naruto ordered, startling the second-oldest into doing so, "You wanted to know the reason for taking you out here?" He asked, soon giving his answer as his body began to morph into that of his Etherios Form, **"To fight you!"**

Elfman looked at the bomb-curse user fearfully, "Naruto, please I don't want to hurt you too!"

" **I'm not giving you a choice!"** Naruto stated, lunging at the Take-Over mage. Elfman stumbled as he ran out of the way of Naruto's attack, **"Get over here!"** Naruto shouted.

"Why should I?!" Elfman retorted as an explosion, courtesy of a small cluster of bombs thrown by Naruto, blew him backwards. This caused Elfman to slam roughly into a tree. He barely had time to groan as he was forced to duck to avoid a swipe from one of Naruto's clawed hand, splintering the bark above him.

" **Get up!"** Naruto growled, Elfman took the opportunity to scramble to his feet and yet again attempt to run away from Naruto. However, Naruto was quickly able to flank Elfman by going on to all fours, getting ahead of his fellow Fairy Tail mage, causing Elfman to do a U-turn, **"You can't run forever!"**

"You can't fight forever!" Elfman called back.

" **Watch me!"** Naruto roared as he was once again able to catch up to the second-oldest of the Strauss siblings, this time though he knocked Elfman over.

Elfman rolled to get up but found Naruto standing above him, the blond raised an arm in preparation for an attack. Elfman's eyes widened in fear and as the claws came down he closed them, lashing out to block the strike, not noticing his right arm beginning to change. There was a reverberating clang, after it had died down, Elfman tentatively opened his eyes. His right arm had been enlarged due to its increased muscle mass and it had now become dark-grey in colour, the sunlight gleamed off the metallic surface, Elfman recognised the arm as being from Take-Over: Iron Bull.

" **And that's all I needed to see."** Naruto said, now in a much calmer state as he began to revert to his human form. The blond offered a hand to his friend, who very hesitantly accepted the help up.

There was an awkward silence before Elfman spoke up, "So, what was the point of that?"

"I wanted to see if I could help you-" The blond was cut off from his explanation as a right hook from Elfman sent him crashing to the ground.

"You could have just asked me that!" Elfman bellowed angrily.

"I'm not going to lie, I definitely deserved that." Naruto noted, lightly rubbing his cheek as he stood up, "But would you have agreed if I said I wanted to help you achieve Full-Body Take-Over?" He asked succinctly.

Elfman visibly flinched at the ask and attempted to avert eye-contact with Naruto once more. There was another pause, the silence between the two only being broken once Naruto began walking towards the Take-Over mage. "Look Elfman, I'm not going to try to understand what it must be like for you now," Naruto began, placing a hand on Elfman's transformed arm, "but that's why I want to help you get through this because like it or not Take-Over magic is a part of who you are. Mira retired from active service with the guild and that's her choice but if you do the same who's going to protect Mira?" Naruto asked, "And the best way to do that is to learn Full-Body Take-Over, no matter how long it takes us."

"But what happened-"

"Wasn't your fault." Naruto interrupted, "I'm not suggesting tackling Full-Body again right off the bat and I wouldn't expect you to want to use that _thing_ again. But would Lisanna really want to see you like this?"

"No…" Elfman mumbled, beginning to realise that Naruto was right, "She'd want me to keep practicing Take-Over and use it to protect Mira and the guild."

"Exactly." Naruto said, "But before we really start, there's someone else I think you need to talk to." Elfman nodded in response to Naruto's statement, understanding that he needed to speak to Natsu.

Elfman had found Natsu, with the Dragon Slayer telling him that Lisanna wouldn't want him to cry as much and that being strong was part of a man's job when their loved one's die. The day after Elfman met with Naruto again, starting off their training regime, which would only be cancelled whenever either of the two were on missions. Six months later, Elfman could achieve a state where he could turn both his arms into that of his Take-Overs. Nearly a year after that he could have his body partially taken over. Last, but not least, approximately two weeks before Phantom attacked Elfman had finally entered Full-Body Take-Over albeit only for a short time, becoming exhausted after only five minutes.

"That's right." Elfman said, finally snapping back to reality, his body had gradually become encased in a grey stone, leaving only his face bare, 'Naruto helped me at my lowest, he made me realise, I need this power to help the guild. Even if I don't have full control yet, this is my best shot at beating this bastard.'

"Now, it's time for the coup de grace!" Sol announced gleefully however, a bright light coming from behind him soon caught his attention, "Ugh, what now?" He remarked distastefully.

"As a man I will protect Fairy Tail! Mira, Natsu, Naruto, everyone! I'll make sure that the guild never experiences a loss like that again!" Elfman roared, his eyes beginning to glow as the layer of rock around him broke apart. The bright light shone like a beacon.

Even within the Fairy Tail guild hall, Mira saw the light, "Elfman…" She mumbled in worry, knowing that the light could only mean Elfman was attempting Full Body Take-Over and the fact that he was using it meant that he was likely facing a member of the Element Four.

"Imbecile! You shouldn't have the magical power to maintain a Full Body Take-Over!" Sol stated condescendingly, once the words left his mouth the light intensified, almost blinding the Earth mage. Elfman roared again as the light began to dissipate, "Bonjour!" Sol exclaimed as he took note of the much larger, bestial silhouette from the smoke that had been produced from the intensity of the spell. Once the smoke cleared, Elfman was revealed to have transformed into the Beast, the only difference being that his eyes had whitened out, "He… actually did it?!" Sol mumbled in shock, beginning to back away from Elfman as the Take-Over mage let out another bellow while focussing a glare on the Element Four member.

"Non, non, non!" Sol declared nervously, "This is all a big misunderstanding! I wasn't trying to hurt you, I simply wanted to help an ami! I thought that putting you through that trial would help you forget your painful memories. You are truly the crème de la crème of manly men!" It was quite clear though that Elfman wasn't buying into Sol's bluff.

"Well I should be going, a tout a l'heure." Sol said, backing away from Elfman, the Take-Over mage however proceeded to strike him, sending him flying across part of the hallway. "Curse you!" Sol cried out as he corrected himself in mid-air, "Platre Sonata!" The Earthen fist crashed into Elfman, "Non, non, non, you never should have let your guard down like that!" The Earth mage declared boastfully. However, the ground behind Sol shook, in an ironic twist of fate Elfman had gotten behind Sol, catching the Element Four member off guard.

"Eh… Salut?" Sol asked meekly as Elfman proceeded to pummel him into the ground, the Earth mage giving a cry of 'non' every time one of Elfman's fists connected. After several beatings, Elfman raised a fist as if aiming to deal the final blow.

"That's enough Elfman!" A familiar voice shouted from behind the Take-Over mage, the transformed Fairy Tail member ceased his onslaught as he turned around to see Kushina, having been alerted to the ongoing fight by Elfman's roars, "Stand down!" She said sternly.

" **Ku… shi… na."** Elfman said in a deep, guttural tone.

"That's right." The Chain-Make mage said, "I'm not sure what he did to you to make you use this form and I know you're angry at him. But I think it would be best if you went to check on Mira." The redhead's persuasion seemed to work as Elfman nodded slowly and began to walk towards the destroyed wall. Making his way downwards, eventually landing with a splash in the water and proceeding to the battlefield. Many Fairy Tail mages waited with bated breath as Elfman's colossal bulk made its way across the area, towards the guild hall. Mira stepped out from underneath the barricades, trembling lightly at seeing The Beast once again.

"Elfman, are you-" The eldest of the Strauss siblings found herself cut off as Elfman enveloped her in a hug.

" **I'm sorry Mira, using this form was the only way I could beat the bastard I was fighting. Even after what happened to Lisanna."** Elfman said, his eyes now finally showing pupils surrounded by blue irises, " **But this was the only way I could protect you and the rest of Fairy Tail."**

Mira smiled lightly, glad her brother was still in control, before she spoke up, "Please, stop beating yourself up about Lisanna, it wasn't your fault. You were just trying to protect us." As she said this, Elfman's body began to glow, turning back to his human form.

"And I failed miserably." He began, looking down solemnly, "I killed my little sister."

"But your big sister is still alive." Mira said, hugging her younger brother, "We said we'd live our lives for her remember? We promised to keep her memory alive so she would live on in our hearts forever."

"Yeah." Elfman said, beginning to tear up, Mirajane smiled at her younger sibling. However, something appeared to catch her eye.

"What's wrong?" Elfman asked, noticing his sister's contemplative expression.

"It's not drawing the magic circle as fast as before." Mira said, referring to the Giant and when looked at the automaton was indeed drawing the magic circle much slower than before, "Abyss Break is the forbidden spell of the four elements and those are, Air, Water, Fire and Earth." The former S-Class mumbled before the realisation struck her, turning to Elfman, "The Element Four, do you have any idea how many of them are left?"

Elfman thought for a bit, "Two I think, why?" Elfman asked his sister.

"Because I'm pretty sure the Element Four are the ones powering Abyss Break. If they're beaten, the spell will be stopped."

* * *

"Merci beaucoup mademoiselle!" Sol thanked, getting on his hands and knees before standing up again, the Earth mage had awoken a few moments after Elfman had left. Even though Kushina was his enemy he could afford to be a little grateful for not being subjected the fury of the second-oldest Strauss. Little did Sol realise he had just jumped out of the frying pan and into the fire…

Kushina gave no verbal response as she made the hand sign needed for her Chain Make magic, "Chain Make: Silver Bindings!" At this a silver-coloured chain was produced which flew at Sol, forming a spiral in the air and landing perfectly over his head. This caused the chain to bind Sol in such a way that it pinned his arms to his sides and prevented his legs from moving, to avoid the possibility of Sol sinking into the stone to escape, Kushina hoisted him up with another chain like some sort of human piñata until he was roughly eye-level with her.

Then, Kushina did something odd, she smiled in such a way that was almost _too_ sweet before she spoke up, "No need to thank me." At this, Kushina put her hands together for another hand sign, "Chain-Make: Staff." As Kushina drew her hands apart, a chain formed with them, eventually stopping when the staff was just a bit shorter than her, "You see Sol, I will use this to beat you. How severely will depend on you telling me what _exactly_ you did to turn Elfman into that thing. I will make sure you're conscious through every moment and once I'm done, you will answer these two simple questions. The first one: How do I stop this thing? The second: Where is Jose? Oui?" Normally, Sol would not break over a simple threat however one significant detail had him shaking in his boots. Kushina, despite making an incredibly violent threat had kept up the smile, the fact she hadn't released any killing-intent whatsoever made Sol even more terrified and if the rumours about the Red-Hot Habanero he'd heard were true, he was in for a very tough time.

* * *

"That's weird, when did it start raining?" Gray questioned, the Ice-Make wizard had been wandering through the hallways of the Giant's stationary arm and had noted a broken window. He had decided to climb through it to get a better view of the construct to figure out potential routes that could possibly lead him into combat with an Element Four member.

"Drip, drip, drop." Gray quickly turned to see the source of the voice, "Hello, I am Juvia, the Rain Woman of the Element Four. Drip, drip, drop." She proclaimed in a monotone voice.

Gray pulled himself up and scowled at the Rain Woman, "So you're one of them too? Then bring it on."

Juvia stopped in front of Gray before she spoke up again, "I must say, I'm impressed your guild was able to strike down two of the elements. However, you must not underestimate the remaining two."

"Listen lady, if you're looking for a fight I'll give you one." Gray began warningly, "But let's get something straight, I'm not going to hold back just because you're a chick."

"I would expect nothing… what are you doing?" She asked, blushing lightly as Gray had begun taking off his shirt. (3)

"Whoops… sorry, this just happens sometimes. But it also means I'm ready for a fight." Gray explained, not bothering to put his shirt back on.

"You're injured." Juvia said, taking note of the bandages around Gray's waist.

"Yeah, so?" The Ice-Make wizard snapped defensively.

"So, I would not like to fight an injured opponent." Juvia explained.

"Then let me through." Gray said, attempting to move forward, however, he found himself blocked by a wall of water.

"I cannot do that either." Juvia said, sounding slightly regretful before she continued, "It would appear we are at a stalemate."

"Yeah? Well I've got news for you, this 'stalemate' needs to end, you've got my friend hostage and I'm not leaving until we get her back." Gray snarled.

"You and the rest of your guild must care quite a bit for Lucy Heartfilia if you're all willing to go so far for her." Juvia stated, ignoring Gray's hostility as she looked in the direction of the battle currently taking place on the ground. It was still possible to see the battle even through the relatively thick drizzle.

Gray was puzzled by the almost-longing tone in the woman's voice, however he mentally berated himself as he shook his head. Juvia was still his enemy, even if she was serious about not wanting to fight an injured opponent, he couldn't afford to take her lightly, "We do get into petty fights pretty quickly a lot of the time but we'll fight _for_ each other even faster." The Ice-Make wizard stated before his expression turned into a glare, "It's bad enough that you came to kidnap Lucy, but attacking Levy, Jet and Droy on top of that is nothing short of despicable."

This time Juvia flinched, "I am sorry, if it were up to me this wouldn't have happened." She apologised, "But if that is how you feel, then there is no alternative, is there?"

"I guess not." Gray said, though he did feel like questioning the Element Four member's apology as he readied himself to cast an Ice-Make spell, but before he could, he found his body aside from the head encased by water.

Juvia sighed as she held her Water Lock spell, intending to keep Gray trapped in the aquatic sphere long enough to slip a pair of anti-magic cuffs on him before throwing him in one of their cells, "I would implore that you offer no resistance, you can't-" She was quickly cut off as the water froze before the solidified orb shattered, despite the fact that it allowed Gray to escape her Water Lock, even Juvia had to admit to sight looked rather beautiful.

"Nice try, but this is a fight where I have the advantage!" Gray boasted as he made the hand signs necessary for him to cast an ice spell, "Ice-Make: Arrows!" He launched the projectiles in such a way that they would incapacitate Juvia, which was why he was confused when the water mage didn't attempt to avoid his onslaught, which then turned to shock when the arrows passed straight through her. Juvia's body appeared to be quite literally made of water, with the brief distortions caused by Gray's attack soon repairing themselves.

"Physical attacks will not work on my water body." Juvia said, "And I must say, you seem to be very powerful, even as an ice mage I would not expect anyone to break free of my Water Lock."

"Uh… thanks? I guess?" Gray asked, slightly confused that Juvia seemed to be complimenting him, and with a tone that wasn't condescending, "But why would you tell me your ability?" He asked, she had the knowledge that he was an ice wizard, so beating her would be as simple as to freeze her.

"I was being serious when I said I didn't want any of this to happen. Despite what master Jose commands." Juvia explained.

"So, you actually don't want to fight?" Gray asked, at Juvia's nod of affirmation, he proposed another question, "Then why are you listening to Jose?"

Juvia bit her lip nervously, seemingly unsure as to whether to tell the ice mage anything, eventually sighing and then looking skywards, "It's because of this." At Gray's puzzled look, she decided to explain further, "This rain has been with me, all my life. It drove people away, that is until Master Jose offered me a place at Phantom, I thought having comrades would cause the rain to go away. As you can see, that's not the case." The bitterness evident in her tone as she remembered the largely cold indifference she had received during her time in Phantom Lord.

"Then are you really happy being at Phantom?" Gray asked, his suspicions being confirmed when the Element Four member averted eye contact, with the rain woman only glancing up at him briefly but then looking back at the floor with a frown, "It doesn't have to be that way, you know?" Gray asked, cautiously approaching Juvia, she looked back up at him with a mix of confusion and oddly intrigue.

"What are you saying?" Juvia inquired in a cautious tone.

"I suppose… I'm making an offer for you to join Fairy Tail." Gray said, with Juvia's reaction being exactly what he expected.

"What?!" She screeched, "B-but I kidnapped Lucy, what in the world could you have to gain from making such an offer?!"

"I'll admit, it's pretty strange in hindsight." Gray admitted, "But you say you don't want to cause trouble with Fairy Tail right?" At Juvia's nod, Gray continued, "Then, I'm sure if you really are remorseful for anything bad you did to the guild, our master will let you in."

"And… if I do accept your offer, this could be a new beginning for me?" The Element Four member asked, Gray just shrugged his shoulders in response.

"Interpret it how you want." Gray stated, "I'm not really sure how it is in Phantom, but I can say without a doubt that if comrades are what you want, then Fairy Tail is the guild to go with." He continued, reaching his arm out towards the water mage, "So? What do you say?"

Juvia was silent, only appearing contemplative as she stared at Gray's outstretched hand before she came to her decision. Slowly, she began to reach out with her hand, eventually firmly clasping Gray's. The water mage couldn't quite explain it, but once she felt the ice-mage's strong grip, a feeling of elation washed over her as if somewhere deep down she knew this was the right decision. It was then that Juvia realised something, it had stopped raining and the clouds looming overhead appeared to be dispersing, soon sunlight began to stream onto the platform.

"Well, looks like the rain cleared up." Gray observed.

"It's so beautiful." Gray heard Juvia state, the Ice-Make wizard turned to her and was surprised to see that she had tears streaming down her face.

"Are you okay?" The ice mage asked, concerned by what was making the water mage cry.

"Yes… it's just, I've never seen the sun before." Juvia replied, making the effort to dry her eyes with the sleeve of her coat, "Is it safe to assume that you're plan of action is to face master Jose?" The rain woman asked as she composed herself, admiring the sun would have to come later.

"That's the plan." Gray confirmed, walking past Juvia. However, his new companion soon realised something.

"Um… if I may?" Juvia asked, the Ice-Make wizard turned to her with a slightly questioning look, "What's your name?"

"It's Gray." He answered politely, not really thinking much of the brief exchange as he continued to walk forwards.

'It's a good name.' Juvia thought before catching up to the ice mage, realising that he would need assistance in being directed to Jose's throne room.

* * *

"Ugh, this is a pain in the ass." Gajeel muttered in a bored tone, since he had been assigned to guard Lucy's cell the Iron Dragon Slayer had barely even heard any of the action, never mind participated in it hence his current state of boredom.

"You and me both buddy." Lucy retorted despite being strapped to the wall by her wrists and ankles, earning her a glare from Gajeel.

"Count yourself lucky that Jose is a Wizard Saint, even if you are the guild's hostage, otherwise I'd be putting you in a world of hurt." He threatened, narrowing his eyes at the restrained prisoner. (4) However, the Iron Dragon Slayer soon took a whiff of the air and almost instantly, his demeanour changed, "So he finally decided to show up." He said as his face split into a wicked grin.

No sooner had he said this when the iron door to the cell was blown clean off its hinges by an explosion of fire, "So you came back for another ass kicking, Salamander?" Gajeel said confidently as the smoke cleared, revealing a scowling Natsu.

* * *

Meanwhile, in another part of the base, Kushina was wandering through the halls, this time closer to the summit. Since 'coercing' some information from Sol, the red-haired mage had learned that Jose had a throne room built in to the mobile base and that would be where Phantom's guild master was located. In hindsight, she supposed it made sense, Kushina had had the displeasure of meeting Jose only once at a guild master's conference with Makarov and even she could tell there was almost no limit to the man's ego. So, what better than a throne room to inflate that sense of self-importance even more so?

As she made her way further down the hallway, the cries of several grunts followed by an explosion alerted her to who was close by. Her suspicion was confirmed when a small group of quite literally smoking Phantom Lord mages crashed into a wall from another hallway on the left, followed by Naruto whistling a nonchalant tune as he dusted his hands off, "You've been busy." Kushina said.

"Yeah." Naruto replied, grinning as he saw her, "Just thought I'd act as crowd control and see if I could find out how to either stop the Giant or find out where Jose is." The blond explained before shrugging, "Sorry, but I got nothing out of them."

Kushina put a reassuring hand on her son's shoulder before she spoke up, "Well luckily, great minds think alike, if we just keep going up we'll reach Jose and to stop the Giant the Element Four need to be beaten and I happen to know that at least two of them are down. So, how about we take this on together?" She asked, holding out a clenched fist.

"Yes." Naruto smirked, returning the gesture.

"Naruto! Kushina!" A voice familiar to the two shouted, turning to the direction Kushina had come from, both spotting Erza as she jogged towards them.

"Shouldn't you be in bed?" Naruto asked.

"Mira shared a bit of her magic with me," Erza explained, "I'm still a little tired, but other than that, I'm fine."

"If you say so." Kushina said, allowing her fellow redhead to come with them, despite her pensive frown. Though, it wasn't long before the now group of three heard muffled voices coming from another hallway up ahead, it wasn't long before the group finally heard a clear voice.

"Right this way." As the voice was unfamiliar to the three, they soon primed themselves, ready for a possible assailant. Soon, a blue-haired woman that none of the trio recognised was about to come around the corner in the direction the group was travelling, she paused though as she noticed the three out of the corner of her eye. The woman didn't appear to be aggressive, however the fact the three didn't recognise her likely meant she was a member of Phantom, they primed their respective attacks, that is until a certain ice mage also came into view.

"Gray? Who's this?" Naruto asked suspiciously.

"Well… how do I put this gently?" Gray asked himself, scratching the back of his head, "She's one of the Element Four-" Upon noticing his guildmates' disbelief, he quickly had to reiterate, "But I swear, she's alright."

The three-exchanged questioning looks with each other before nodding in agreement. Naruto and Erza grabbed Gray by a shoulder each whilst Kushina placed her hands against Gray's back, "One second." She said, addressing Juvia, though the redhead didn't wait for an answer as she, Naruto and Erza forcibly directed Gray to an area where they would be out of earshot of Juvia, "Are you crazy?!" Kushina scolded through gritted teeth once they were at a safe distance.

"I know what you mean. But look, I know for a fact Juvia doesn't want to fight." Gray explained.

"Oh, so you're on a first-name basis? Good for you." Naruto remarked sarcastically, "But how do you know she's not going to stab us in the back once we get to Jose?"

"Because when I attacked Juvia, it went straight through her, her body is essentially made of water. But I swear to you guys, if worst comes to worst, then I'll take her on." Gray said.

"Alright." Erza said after a moment of silence, "Then you're in charge of keeping an eye on her." Gray nodded, clearly heeding the redhead's warning.

As the group approached Juvia, it appeared she was about speak up, though she quickly silenced what she was about to say as she noticed the apprehensive expressions the group wore. They continued down the hallway until a stairwell leading upwards came into sight, "That's the stairway to master Jose's throne room." Juvia pointed out.

However, as the group made their way towards the stairwell, there was a sudden gust of wind. "It truly is a sad day when the wings of fairies shall whither and crumble to dust." A voice rung out ominously, a plume of smoke arrived with a secondary gust and from it emerged a blindfolded man with a dark green coat and a matching hat as well as a loose fitting brown shirt and a pair of baggy dark brown pants, "Greetings, I am Aria, the strongest member of the Element Four."

The four Fairy Tail wizards settled into fighting stances, however Juvia put an arm out in front of the group, "Please, would you allow me to negotiate with Aria?" She asked, the group complied, realising it would be better to avoid confrontation.

"Juvia, why do you side with the enemy?" The wind mage asked, suspicion rising in his tone.

"I am sorry Aria, but we already have Lucy Heartfilia, if you would allow me to speak to master Jose surely we could work out a compromise?" Juvia took Aria's silence as acceptance as she walked towards her apparent comrade, however, she was struck by a blast of air fired off by Aria. Juvia screamed as the blast blew her backwards towards the Fairy Tail wizards, "Master Jose would never make any deal with a traitor." Aria stated coldly, "Juvia, this is where you and the fairies accompanying you, shall die!" The Element Four member stated, using his unnatural speed to rush at the group. However, something odd happened, without warning, a green magic circle with an elaborate symbol in the middle appeared around Aria. This bound the wind mage's arms to his sides and the mysterious circle appeared to be preventing him from moving, "What is this?!" Aria demanded, though none of the group could answer his question as none of them knew any kind of magic that would have caused the appearance of the spell.

The occupants of the hallway soon became aware of footsteps behind them. The newest arrival was a man garbed in a bandanna and mask, obscuring his face as well as a black cloak with bandages around his arms and legs. There was a wide variety of staves attached to the man's back.

"Mystogan!" The Fairy Tail members exclaimed, recognising the mysterious member of their guild.

"Where exactly have, you been?" Kushina asked, the mage gave no verbal response, he simply rapped on the ground with one of his staves twice and there was a fluttering sound. All of the other mages present inhaled sharply, a plethora of colour was filling the hallway, but it was the fact that the objects were flags emblazoned with Phantom Lord's insignia, the mass crowding totalling nearly a hundred strong.

"He defeated Phantom's sub-divisions." Juvia mumbled, recognising the flags as property of the smaller branches of her guild. The group turned to the S-Class mage, he simply nodded in response to the silent question. He then indicated to himself, to Aria, then to the group and finally, to the stairway. The group stared questioningly at their ally until Kushina spoke up.

"You want us to go on ahead, so you can face Aria?" She asked, the staff-user nodded again in response, the others gave the S-Class mage questioning looks. Kushina however, nodded in understanding, making her way past Aria. She motioned for the others to follow, despite their obvious confusion at the redhead's behaviour, once all of the group were up the stairwell, the magic circle holding Aria finally dispelled.

"So, you are the famous Mystogan I have heard so much about?" Aria asked rhetorically, "You're either remarkably stupid or brazen to a suicidal degree if you believe you have any chance against me." The wind mage continued in a mocking tone.

"Maybe so." Mystogan stated, shrugging his shoulders, "But it appears you have too much faith in your abilities Aria of the Suffocating Cloud."

"I'm flattered you know of me." The Phantom Lord mage stated sarcastically, "I didn't realise you could actually talk." He retorted.

"I have my reasons for not doing so." The staff user answered, "Is it safe to assume you are the one who cast the drain spell on Makarov?"

Without missing a beat, Aria answered Mystogan's question, "I am and I wouldn't be surprised if your master has already perished."

"No, he is perfectly alright." The Fairy Tail mage stated, he elaborated further upon noticing that Aria's look of triumph had begun to wither, "You may have cast his magic to the wind, but I was able to gather it while dismantling your guild's sub-divisions, at the rate he's going, Makarov shall make a full recovery." Despite the fact that his eyes were covered by bandages, Mystogan could tell that Aria's expression had twisted into a scowl, "However, that does not excuse the fact that you assaulted a man I owe a great debt to and your punishment…" Mystogan said as the strap holding his staffs came undone and began to levitate around him, "will be defeat at my hands!"

* * *

Omake: His curse

Fairy Tail guild hall, X775

There were very few occasions when the Fairy Tail guild's bar would experience relatively quiet days but when they came around, Kushina always made sure to savour the time she had to think or choosing to relax via observing the day-to-day interactions taking place in the unusually quiet guild hall. For the time, she opted for the latter choice, focussing in particular on what Naruto was currently doing, playing with a ball along with Gray and Cana. The Uzumaki couldn't help but smile proudly at her now seven-year old son, despite his bizarre appearance due to the Lacrima implantation, he had no trouble making friends with children inside the guild. She chuckled as she observed Naruto going for the ball after missing a throw by Cana, the young boy picked up the ball and tossed it back to Gray.

However, Kushina noticed something about the ball, it was now glowing a mysterious yellow colour. The only time the S-class mage had seen that was when…

"Everybody hit the decks!" She screamed, vaulting over the bar and managed to knock the ball away from people and towards a wall, that luckily didn't stop anyone heeding the redhead's warning by attempting to find shelter underneath tables and bracing themselves. Once the plaything made contact with the wall, it promptly exploded, causing the wall to break as a plume of dust was created. After it cleared, the occupants of the hall gingerly made their way out from their hiding spots.

"Did I do that?" Naruto asked, his voice shaky as he was trembling and staring at his hands in horror. Kushina dashed over to her son as she scooped him up, receiving a nod from Makarov for her to go, Gray looked ready to speak up as the redhead made her way towards the guild doors despite the tense atmosphere, however, Cana placed a hand on his shoulder and shook her head.

Kushina quickly made her way through the streets of Magnolia towards the house she and Naruto lived in, avoiding stares and questions if she was alright. Once they were inside, she slammed the door shut and locked it before gently placing Naruto down on the couch in the living room. The blond had stopped trembling at least, but he still appeared subdued, "I'm sorry." He said

"What for?" Kushina asked him, kneeling down so she was now eye-level with him.

"I think I got you in trouble." He answered apologetically.

"No, you didn't, I'm sure master will sort everything out and we'll give this a day to blow over." Kushina assured him.

"But what happened back there?" The blond asked, obviously scared at the discovery of his new abilities.

Kushina inhaled then exhaled, she knew this day would eventually come, she just didn't think that it would come when Naruto was still such a tender age, she proceeded to take a seat next to her son and reached over to grab a picture on a nearby table, it was of her and Minato shortly after the two had entered a relationship. She pointed to Minato, "You know this is your daddy, right?" At his nod, Kushina continued, "You've also wondered why you look different to the other kids as well?" His next nod did come, though it was slightly more hesitant.

"It's because of him, the reason why you look the way you do." She said, figuring that she couldn't sugarcoat the explanation, "Shortly after you were born, the village we lived in, where you were born, was attacked by a demon. The only way your dad was able to stop the demon was by sealing him into you." Kushina gave the young boy time to absorb the information.

"So, I'm a demon?" The young Uzumaki asked.

"No!" Kushina said forcefully, causing the young boy to flinch, "Sorry, but no, you're not a demon. Your dad knew you would be able to use the power of the demon to help protect those you care about, that power is what you did today."

"But-"

"No buts!" She interrupted, causing Naruto to look down, "Naruto look at me." She said sternly, though as Naruto looked up, her expression was much softer, "The thing is, I know what you really are." Upon noticing his worried look, she pulled him in for a tender embrace, "You're my son, nothing is ever going to change that and I will always love you."

"Thank you." Naruto said, his voice muffled as he tried to pull himself closer, despite the fact that he was as close as he could get. Kushina began to stroke his hair reassuringly as she felt a damp patch beginning to develop on her clothes, indicating he was crying. Soon, Naruto fell asleep, Kushina would talk to him about learning his new powers at another date, for now she was content to let the young blond sleep peacefully.

* * *

A/N: AND DONE! At last, thank you guys for reading, any constructive criticism is appreciated. Before I go I would just like to say that I will not answer any questions concerning updates unless the question is asked by mellra, just a fair warning after having been asked numerous times about an update. Anyway, I hope you all enjoyed reading this chapter and I'll see you guys next time.

1) I'm pretty sure on Tenrou the group transferred their magic to Freed, sorry if I interpreted that wrong but this is just the same principle.

2) I know that Full Body Take-Over is the strongest form of Take-Over magic, however given the circumstances I decided Elfman's struggle to use Beast Soul would be a better fit.

3) I have decided to tone down Juvia quite a bit, so don't expect what we got from canon Juvia.

4) It didn't make sense to me that Gajeel would beat up Lucy considering how valuable she was as a hostage and Jose's rank as a wizard saint.


	6. Advance to Jose's Sanctum!

"So, you came back for another ass-kicking, Salamander?"

"Gajeel." Natsu growled, "I've been looking for you."

"Well then, what are you waiting for?" He said in a mocking tone, provoking the fire dragon slayer into lunging at him. Natsu went for a flame-enhanced right hook, which despite connecting barely fazed the Iron Dragon Slayer as he had used his magic to turn his skin into hard metallic scales. Gajeel retaliated by swiftly kneeing the Fire Dragon Slayer in the stomach, causing Natsu to growl in frustration as he was forced back before resuming the fight.

Meanwhile, all Lucy could do in her current position was look on, that is until a certain winged cat came along, "Don't worry Lucy, I'll get you out of this!" Happy assured her.

"How?" The blonde asked in confusion as Happy reached into his sack, before pulling out… a lock pick, "Why do you have that?" Lucy asked incredulously.

"Gotta get into your house somehow." Happy stated nonchalantly.

"You damn cat." Lucy said, clear exasperation in her tone as she had now just discovered the means that Happy and Natsu used to get into her apartment. However, Gajeel had taken notice of Happy's attempt to free the celestial wizard.

"Iron Dragon's Sword!" He cried after kicking Natsu away before bringing his weapon down in a vertical slash, Happy was still preoccupied with trying to get the first of Lucy's four restraints undone and only noticed until it would be too late to avoid it.

"Regulus Impact!" Came another battle cry, as a figure who appeared to be wielding light as some form of melee attack punched the side of the sword with a magic-enhanced fist.

"What the-!" The Iron Dragon Slayer said as his sword was knocked to the side, missing both Lucy and Happy.

"Sorry, am I late?" The duo's saviour asked, revealing it was none other than Loke, the auburn-haired wizard was grinning confidently.

"You're Fairy Tail's little pretty boy, right?" Gajeel said, narrowing his eyes in anger as he recognised Loke.

"The one and only." The young man stated before he became serious, "Happy, you keep doing what you're doing, okay? I'll keep him off your back." He continued.

"Right!" Happy nodded in affirmation as he was assured by his fellow guild member before setting to work on the locks once again.

"What makes you think you can hold me back alone?" The Iron Dragon Slayer asked as he cracked his knuckles.

"Well, I'm not alone, am I?" Loke retorted, shrugging his shoulders as an Gajeel's expression shifted to one of confusion, that is until a certain fire user re-joined the fray.

"Fire Dragon's Roar!" Phantom's ace was caught off-guard as he was engulfed and pushed back by the gout of fire straight through the wall, kicking up dust in the process. A crash sounded, indicating Gajeel had landed hard, likely on one of the giant's arms.

A final metallic click sounded as Lucy was free from her shackles, landing with a slight stumble but ultimately regaining her footing.

"Lucy get to safety, find the others, and get out of here, Happy go with her." Loke ordered, surprise crossed the blonde's features.

"But…" She said trailing off, noticing Loke's expression, it wasn't one of condescension, but rather pleading. As she thought about it, she was Phantom's target and if she was able to escape Fairy Tail's rival guild would no longer have any leverage over them. With her mind made up she decided to heed Loke's advice, mostly anyway, and ran for the exit alongside her furry companion.

Natsu and Loke watched their friend go, their attention only being diverted by a loud thud, Gajeel having leapt back through the destroyed wall, "That sucker punch was pretty good I'll give you two idiots that." He stated with a wicked grin as his skin began to take on a scale-like pattern and turned to a grey colouration, beginning to reflect light, "But you won't break through the scales of an iron dragon."

"Great." Loke sighed sarcastically, since it didn't take a genius to figure out the new layer of armour would protect against melee attacks, presenting a problem as he and Natsu were close-quarters fighters.

Unfortunately, Natsu wasn't much of a genius as his fists ignited, "Bring it on!" He challenged, leaping towards his fellow dragon slayer, his sucker punch connecting with Gajeel's face and causing the Iron Dragon Slayer to skid back.

Natsu clutched his right hand, hissing in pain, even with his above average durability there were still scrape marks on his knuckles. By contrast, Gajeel didn't even have a scratch on his new metallic coating as he chuckled maliciously, "Like the bite of a flea." From his position Gajeel extended his arm in the form of his club, Natsu leaping over and onto the limb, not willing to give up despite the obvious setback in his plan of brute force.

Natsu launched himself at Gajeel, igniting flames in his palm and soles to create a kind of speed boost. He swung with a fire-encased fist, Gajeel readily met the attack with a punch of his own before grabbing Natsu by the neck and slamming him hard into the ground with enough force to crack the concrete. The fire dragon slayer gasped as the wind was knocked out of him, which was only exacerbated by Gajeel stomping hard on his stomach.

Loke's fists shone with light as he ran at Gajeel, what he was about to do would probably hurt himself more than the iron dragon slayer, but even he could accept that the only way to break through their opponent's defence would be to hit him as hard as they could, "Regulus Flurry!" The Fairy Tail member began to launch a series of blows against Gajeel, aiming for the stomach and face to do as much damage as possible. After forcing Gajeel back with several blows, Loke hadn't been counting in his state of desperation but he was positive at least a dozen had landed. Panting heavily, Loke prayed to the stars that by some stretch he had beaten one of Phantom's aces but with Gajeel still standing albeit with his head thrown back, that wasn't the case.

"Not bad for a poser." The iron dragon slayer admitted, the slightest flecks of his armour peeling off before he grabbed Loke by the shirt and headbutted him square in the face, causing his glasses to break as he lay sprawled on the floor. Confident that he had beaten one of his opponents completely, Gajeel turned away, "Now for-huh?" He spoke to himself, he had been about to go back to pummelling Natsu yet he was gone, looking around he sniffed to locate him.

Finally, he caught the scent of soot and ash, coming from above him. His attempt to block the attack, a hammer blow with two intertwined hands failed as Natsu brought it down on his head. The fire dragon landed and then kneed Gajeel in the temple, finally he inhaled and once again unleashed a Fire Dragon's Roar, blasting Gajeel upwards into the ceiling and causing debris to rain down from the impact along with the iron dragon slayer.

"Was that enough?" Natsu wondered out loud.

"Not even close." Came Gajeel's swift reply as he picked himself up from the rubble, clutching shards and other pieces of metal, gleefully beginning to eat them. Even Natsu knew what this meant, Gajeel was using the iron in the metal parts of the debris to replenish his strength, similar to how he himself would consume fire for the same purpose.

"Oh, crap." Natsu swore as Gajeel, with renewed vigour, charged at him. The fire dragon slayer attempted to lash out in defence, only for his blow to be deflected as Gajeel struck him in the face with his elbow. A hard kick into Natsu's chest brought him to the ground for a second time. All he could make out in his desperation to get the wind back in him was Gajeel calmly walking over to him then looking down with a malicious smirk.

"Iron Dragon's Roar!" Natsu cried out in pain as the near-point-blank attack tore into him, sending him down two levels into a room with a large generator, that was necessary in allowing Phantom's guild hall to move. Only a few large windows illuminated the room from the outside.

"So, this is the best Fairy Tail's Dragon Slayer has to offer? What a joke." Gajeel mocked, Natsu was barely conscious after taking the full-brunt of Gajeel's roar, to the extent that he couldn't even attempt to make a comeback. Phantom's dragon slayer turned to look out the window as a great deal of noise suddenly picked up from the battle below and given Fairy Tail's apparent closeness, it wasn't hard for him to guess what the new fuss was about. He smirked, grabbing Natsu by the scruff of his neck and began dragging him over to one of the windows. He spoke again as he shoved Natsu hard against the window, "Now would you look at that?" He asked in a triumphant tone.

Despite the fact that his face was being held against the glass, Natsu could still make out what was going on. Jose's shades had merged into one large, spherical entity with six arms and even with the combined attacks of the Fairy Tail mages on the ground, it wouldn't dissipate unlike singular shades. Its concentration wasn't on those assailing it, rather the target was the damaged guild hall, once it was close enough the shade began to strike the building. Despite the best efforts of the Fairy Tail mages, the attack on their home went undisturbed and with the structure already damaged it didn't take much for the building to collapse.

Natsu tensed up, his fists clenching as he began to shake. Since Igneel had left him with no warning, that hall had been a source of companionship for him. It held many sentimental memories even if he wouldn't freely admit it, antics with Naruto, the many brawls he had with Gray and other members, where he and Lisanna had…

He began to shake, "Still some fire left you?" Gajeel questioned condescendingly, "Fine, I'll give you one swing." He continued, letting go and despite some swaying, Natsu was still able to stand. Throwing a sloppy punch due to the fatigue, Gajeel countered it easily, grabbing Natsu by the throat and tossing him into the air and aiming an outstretched arm at the airborne Dragon Slayer, "Iron Dragon's Lance." At this, Gajeel's nails took on a clawed appearance, rapidly extending and detaching so that they were launched at his target after several seconds of juggling Natsu in the air, the Iron Dragon Slayer ceased his attack, causing Natsu to unceremoniously fall to the ground.

"See Salamander, this is the difference between you and I, I don't need so-called 'friends' to back me up. The only way you can become strong is by relying on yourself." Gajeel stated, bringing his foot down on Natsu's stomach, the Fire Dragon Slayer was too tired to even make a retort, only being able to snarl at his opponent. Above the two was the hole Gajeel had made when using his roar, a flash of green and orange bringing a smirk to Natsu's face, "What's so funny?" Gajeel asked abrasively.

In response, Natsu gripped the ankle pinning him down, "The hell are you doing?" The Iron Dragon Slayer asked.

"Regulus Hammer!" Loke's voice called from above them, with a light-infused elbow drop, the Fairy Taill mage plummeted fast enough so that Gajeel was only quick enough to see what soon struck him. No sooner had the attack landed that Gajeel found Loke using his face as a launch pad towards the generator.

"You son of a-! How aren't you still out cold? No normal person could be up so soon after nutting them with my scales!" The Phantom member roared accusingly before taking two sniffs, "Oh, I see, you really aren't normal, are you?"

"Hmph." Loke scoffed before clutching his chest in pain, 'Dammit not now!' He internally pleaded.

"Give it up pretty boy, Salamander couldn't stand up to me, what makes you think you can?"

"Nothing," Loke said, surprising his opponent, "But I can do this." He continued, charging towards the generator.

Gajeel's eyes widened as he realised Loke's intention, "No!" He bellowed, springing into a continuous series of lunges to catch up.

"Regulus Impact!" Loke cried just as Gajeel reached him, but he couldn't stop the collision between fist and metal or the explosion that occurred straight after. The destruction of the machine would do little to stop the Giant then again, that wasn't what Loke was going for. Gajeel had been knocked back by both the explosion and Loke being propelled into him, yet he could hear a new sound. It was one of suction and the flames caused by Loke's interference were heading straight for the source, the billowing flames seemingly being tamed and channelled into a stream.

As Natsu engulfed the last of the fire, he flashed a cocky grin, "Now I've got a fire in my belly!" He stated, "Thanks Loke, I'm not gonna let you down!"

'Dammit!' Gajeel internally swore. While he still believed himself superior to Natsu, even he couldn't deny it would be difficult for him to stand against the now-revived Dragon Slayer. His eyes darted around, quickly landing on another pile of debris, still full of iron-rich metal he could use to replenish his own stamina. He made a dash for it as he reached out though, his wrist was grabbed by a flaming hand, burning hot enough to barely begin melting the scales in that area. He turned to face Natsu and even Gajeel had to silently admit, he looked ready to kill and it intimidated him. The Fairy Tail mage landed a powerful uppercut but Gajeel didn't fall, countering with a solid right hook.

"You're actually pretty tough Gajeel," Natsu said, turning his head to face his opponent again with a furious scowl, "But you creeps destroyed our guild hall and I'm going to kick your ass for it! Now if you don't mind, I'll take a leaf out of your book." Flames erupted around Natsu's body, mimicking Gajeel's technique. Gajeel snarled, realising that if he got close, his defences would begin to melt. Natsu might be an idiot but even Gajeel couldn't deny he was combat savvy.

"Then bring it!" He challenged, his ego was on the line and he wasn't willing to let a member of Fairy Tail beat him.

"You asked for it!" Natsu shouted, doing an upwards elbow strike, following up with right-handed punch then a left hook. Gajeel parried the spinning backfist that came next, retaliating with a knee strike then a roundhouse kick that sent Natsu flying.

The Fairy Tail mage inhaled, "Fire Dragon's-!" Realising what Natsu was about to do, Gajeel copied his action.

"Iron Dragon's-!"

"Roar!" The two men bellowed, their respective attacks spewing forth clashing. The torrents of fire and iron seemed to be evenly matched until Natsu's suddenly flared up, pushing back despite Gajeel's best efforts to keep it at bay. The flames tore into the Iron Dragon Slayer, sending him through the wall and straight into the arm of the Giant, denting the metal joint of the arm. Natsu soon jumped through the destroyed wall, propelling himself up to the stonework on the arm.

For Gajeel, his scales had taken the brunt of the damage, consequently being destroyed and while he could still fight, using his roar had exhausted him enough so he was no longer able to replenish them. His impact had caused minimal damage to the Giant as the arm was still moving albeit a lot slower than it should have, "Huh, so Totomaru, Sol and Juvia got taken down?" While he was indifferent to the other two, he was surprised at Juvia's defeat given her immunity to physical attacks.

As he crawled onto the stonework, Natsu as expected, awaited him. Now though, he was clearly fatigued, if the fact that he was heavily panting and he'd powered down his flame cloak was anything to go on.

"Let's settle this now Salamander," Gajeel stated at Natsu's questioning look he continued, "No magic, no fancy tricks, just two Dragon Slayers pummelling each other 'til they can't stand." Natsu briefly smirked at that but he wasn't willing to enjoy this fight. Natsu jumped, even without using his magic he was still stronger than the average human, leaping up and bringing his foot down in axe kick.

Gajeel blocked the attack with his arm and pushed back, Natsu corrected himself, landing on his feet. Taking advantage of Natsu's recovery, Gajeel shoulder barged him, throwing all of his weight into the blow and striking hard. Natsu swore he heard a rib crack as he barely avoided falling from the limb. Despite nearly having the wind knocked out of him, Natsu held his ground, digging his heels in and pushed back. He retaliated with a hook into Gajeel's temple, staggering the Iron Dragon Slayer before wrapping his arms around the back of Gajeel's neck and kneeing him in the stomach.

The larger man grabbed Natsu by the shoulder and using him as an anchoring point, hoisted himself into the air and brought his elbow down onto Natsu's head. Even with the heavy blow and searing pain, Natsu didn't go down, tensing his legs and launching upwards into Gajeel's chin. His fellow Dargon Slayer also refused to yield and with the fatigue they were both experiencing they knew their next attack would be their last. They balled up their right fists and with the remainder of their energy, let out a battle cry and swung. In many situations like this, one would expect one opponent to simply hit the other first, this was not the case for the two Dragon Slayers, in a comical display, they caught each other square in the jaw. Thankfully, neither of the two fell off after falling backwards and were simply knocked unconscious, though if potentially falling to their deaths was to be avoided, the Giant's arm would need to stop soon…

* * *

"Punishment?" Aria asked, "You are right but I won't be the one to receive it. Vacuum Palm!" At his command, Aria thrust his palm forward, causing a wall of air to head straight for Mystogan.

"Three Layer Magic Circle: Mirror Water!" Mystogan countered as three magic circles appeared to reflect the attack back at its caster. Aria quite literally glided out of the attack's trajectory.

"Hmm, let's see how you deal with this." Aria stated, merely charging at his opponent, Mystogan remained impassive as Aria passed through him.

"You think that cheap parlour trick was enough to fool me?" Mystogan replied, "I'm quite adept in illusory magics, where is the real you?"

"Here." Aria spoke up, reappearing behind Mystogan, "Or perhaps…" He continued, beginning to multiply, and form a ring around the Fairy Tail mage, "I could strike from any direction." The group of twenty-four spoke in unison.

Mystogan quickly did a three-hundred and sixty turn before giving an annoyed sigh, "I've said it once and I'll say it again, where is the real you? If your plan is to scare me into surrender with false superior numbers it isn't working."

'That won't be what's so terrifying.' Aria thought with a sadistic grin. His copies were simply a distraction while he positioned himself directly above Mystogan, "Feel your magic power drain away! Metsu!" He declared, encompassing Mystogan in a bubble of airspace and bringing his hands together. The very attack that brought down Makarov would be sure to have the same effect on an S-Class mage. Aria appeared triumphant for a minute until he realised something was wrong… very wrong. When using his attack and draining the Ethernano from his opponent's body it would almost wring them like someone would do to a wet towel, causing them to writhe in pain until they were nearly to the point of death. That, and he would feel the Ethernano come towards him so he could distribute it but there was none coming from Mystogan.

Calmly, the Fairy Tail mage turned towards him, "Are you done?"

At this point, Aria's jaw was hanging open in shock, "How? There's no way you could resist the effects of Metsu."

"It would be a lethal attack to use on someone who's from around here." The S-Class wizard retorted cryptically as he shrugged his shoulders.

"Don't mock me." The air-user growled caustically, holding his palm out, "Zetsu!" At his command, nothing appeared to happen but Mystogan knew better than to underestimate his opponent. He was proven right when he retreated back somewhat and the air to his right suddenly exploded and knocked him into another pocket of air that did the same.

Even Mystogan had to admit, the attack packed quite a punch as his head was spinning, "Even I must admit it is impressive that your body is still intact after taking two direct hits from Zetsu but many more unexploded air pockets wait for you to set them off." Aria stated.

"That may be but you aren't the only one who can levitate Aria." Mystogan said, taking forth one of his staves and demonstrating his ability to levitate via the use of Air magic, "Five Layer Magic Circle: Sacred Song!" Five magic circles appeared, firing off a beam of concentrated magic energy. Though, before the blast reached him, Aria tore his blindfold off, placed his palms in front of him, one facing up, the other facing down and called out the name of his attack as his eyes began to shine yellow.

"Zero!" He called, prompting the formation of a large whirlwind-like attack that collided with Sacred Song. The collision caused a blast that would have sent both mages flying had Mystogan not used his Mist Body so the shockwave passed through him and Aria was able to teleport out of the way.

When the blast subsided, Mystogan deactivated the Mist Body, "Vacuum Wave!" Aria's voice declared from behind him, the Fairy Tail mage only had the time to turn around before Aria released his attack point blank. He cried out in pain as he was forced back towards the ground, landing hard on the stone. Fighting through the burning pain from the various cuts he had sustained, Mystogan picked himself up and struggled to hold his headwear in place with one hand as it had been partly slashed by the attack.

"Determined to protect your identity, are you?" Aria asked as he descended, "It matters not, the dead have little need for names."

With his free hand, Mystogan reached for one of his five staves, striking the end of it into the ground hard enough that it broke into the stone, and lodged there, "Single Seal: Spellbinding Circle!" The same ability that had trapped Aria just before their fight once again appeared to capture the Element Four member.

"This again? You do realise I am sustaining no damage, correct?" Aria asked, looking at Mystogan condescendingly with his purple eyes, the pupils of which had split into four separate quarters.

"It's not meant to hurt you." Mystogan stated matter-of-factly as the remaining four staves began to levitate and were then positioned in a pentagonal pattern.

"Moving your weapons, am I supposed to be impressed?" The trapped mage asked sarcastically.

"No. You see, while I did gather all of Makarov's magic power, I only gave him back enough for him to regain consciousness, coherency and to allow him to recover."

While Aria didn't give Mystogan the benefit of a reaction, the tone of his next question betrayed his confusion, "Then where is the rest of it?" In response, the staves around Aria began to glow a bright white colour, the same as concentrated Ethernano, "What is this?!"

"A test, for something I'm working on, it's merely a knock-off of the real weapon and barely has five percent the power but it's needed to not hinder my friend's actions." The S-class mage stated.

"Weapon? So, it's already known?" The Phantom mage asked.

"Correct, though it will take some time to charge, the runes need to be set up beforehand. Ten Layer Magic Circle: Satellite Square: Alpha Etherion." Ten magic circles proceeded to form layered on top of one another and with the mention of his attack, Aria began to visibly panic. He began trying to thrash around wildly but to no avail with the Spellbinding Circle wrapped around him.

"You don't have to do this!" Aria pleaded, terrified out of his wits, "Please, let's talk about this!"

For once Mystogan raised his voice, "The time for talking was over when you destroyed the guild hall and nearly killed Makarov!"

"If you use something like Etherion, everyone within the building's walls will perish, none will survive, not even your friends!" Aria tried to reason.

"Which is why it's a knockoff, the 'Etherion' is a loose term at best here. It's far weaker and unlike the original it doesn't require a large area to attack, its sole target is you." As he finished the statement, the lights that had formed at the top Mystogan's staves became spherical and a stream of light from each of the five shot to the top tier of the Magic Circles. Mystogan brought his free arm up, "It's done charging, farewell Aria of the Suffocating Cloud, your defeat is at hand." Bringing his arm down, so to did the laser. Aria was lost to the blinding column of light, the only sound was a brief scream that was soon silenced.

As the light cleared, it was revealed Mystogan's Spellbinding Circle was still intact and still held Aria in its grip. As it was his spell Mystogan still had control of it and thought it best to move it away from the gaping hole that had been created as a result of his knock-off Etherion, "Hmm, I suppose the guild is finally rubbing off on me." He pondered as he looked down to see that his attack had ripped straight down through even the ground floor of Phantom's guild hall. Dispelling the Spellbinding Circle with a flick of his wrist, he allowed Aria to fall to the ground, bent down and checked his pulse. The Element Four member was still alive at least though sections of his clothing had been singed whilst the few exposed areas of skin had first degree burns.

Mystogan sighed, despite his new-found hatred for Phantom Lord, leaving such injuries the way they were could cause complications later on. Which wouldn't reflect well on Fairy Tail's reputation if those complications led to death, even if it was on just a mild chance. Porlyusica would be sure to give him an earful but he would rather Aria remain sedated and alive in a place far away from the conflict to avoid him returning and that he would need to remain behind to ensure that didn't happen. Deciding it would be best to leave Jose to those who had gone up the stairwell before him Mystogan retrieved his staves, picked up the unconscious Aria by the scruff of his neck, rapped on the stone floor with a staff, and disappeared, his destination, the East Forest.

* * *

Meanwhile, Kushina, Naruto, Gray, Erza and Juvia were heading up the stairway leading to Jose's sanctum when suddenly the building began to tremble.

"What the heck was that?" Naruto asked as the shaking stopped.

"Don't know," Kushina responded, "Let's just hope it was good for us."

"It won't be too long until we reach Master Jose," Juvia said, "Please follow me."

Lo and behold, the Water mage was right, it wasn't long before the group entered a large room, constructed of marble. High-rising pillars supported the weight of the roof, a great red carpet lined with gold seams that led to an intricately carved throne that seemed to be made of obsidian. A lone person sat upon the throne, Jose Porla, their target.

"So, the Red Hot Habanero leads the Titania, her own son, an Ice mage, and one of my own to battle against me?" Jose questioned rhetorically, "Juvia, I'm disappointed in you."

"Mater Jose, I can-"

"Silence!" He commanded, cutting her off, "You are a traitor and will die a traitor's death, a fate you will share with all of Fairy Tail."

"So that's it?" Kushina questioned angrily, "You attacked us, just so you would have an excuse to slaughter our guild?"

"No," Jose said, "At least, that's not the only reason. You see, Fairy Tail and Phatom Lord have been enemies since both guilds were founded roughly four-hundred years ago. Since then, both have seen at least three guild masters and despite being under the same banner being affiliated to the Magic council, a vicious rivalry has always been present. Today that rivalry ends and with Makarov, well that's between the two of us. What better way to kill two birds with one stone than to leave your guild hall in ruin," A holographic screen of sorts appeared before those who were present, causing an audible gasp from the Fairy Tail mages, "Murder his 'children' and leave Makarov alive to die a broken man?"

There would have been an outcry from Erza, Naruto and Gray had the air not grown thick with a feeling of dread. The three plus Juvia noticed the redhead's reaction as her hair began to levitate despite there being no breeze and she was directing her killing intent squarely at Jose.

"Tsk, tsk, tsk, Ms Uzumaki," Jose began condescendingly, "I understand your fury but surely you wouldn't want to hurt your allies by unleashing _all_ of your magic power now, would you?" With an annoyed glare, the power radiating from Kushina dissipated, "Your little guild may have defeated the Element Four, I know, I was surprised as well," He continued, as he responded to their looks of shock, "But, if you want something done right…" A sphere of what appeared to be pure darkness formed in each hand, crackling almost like electricity.

"You just have to do it yourself!"

* * *

Omake: Titania and the Hellhound

Fairy Tail guild hall, X776

Erza didn't know what to expect when she entered the headquarters of the guild she had been told about. Even though she had awakened her magic, would they really accept a bedraggled, one-eyed eleven-year-old with nothing to her name but the clothes on her back and a small sack of essentials? She opened the doors and stepped into what appeared to be a quiet day for the guild. Good, without the near-daily brawls Rob had told her about in one of his many recollections, it should have been easy to find the master of the guild, hopefully it was still Makarov. Though she did hear the odd whisper in the silence that befell the occupants, something about a 'mini-Kushina' whatever that was.

That's when her day became… strange. A blond boy, younger than her by about three years yet he was unlike any other kid the girl had seen with the black markings on his hands and face, claws on his feet and a tail of all things with the way his hair was fashioned, Erza would have guessed he looked like a fox. It was what he said next though that was quite surprising.

"Mom you got short, and, you're my age, and, you're wearing an eyepatch…" The blond began, going into a ramble as only a kid would know how to do. Even so, he seemed to notice her confusion, "You're not my mom, are you?"

"No, I'm not…" She answered, after a minute of somewhat awkward silence, the doors opened once again.

"Mom, something weird happened!" The young boy declared, running past her, Erza followed his path and saw that he was now side by side. Her only working eye widened in surprise as she noticed that the woman who had now entered the building looked strikingly similar to herself.

"What is it?" She asked her son, he pointed at Erza and she had very much the same reaction as the young girl had had to her. She approached Erza, her son at her heels and knelt down to Erza's level, blinking in comical surprise. Erza shrunk away somewhat, not liking the feeling of being examined like a test subject and even shuddered lightly at that idea.

Kushina noted the new girl's discomfort, "Hey sweetie," She began softly to ease the girl, "What's your name?"

Erza looked at Kushina, unsure before she finally responded, "…Erza."

"Okay Erza, what are you here for?" She asked.

"I… I want to speak to Makarov."

The forward reply surprised Kushina a bit, "Alright then, let's get you cleaned up and I'll take you to him, okay?" Her mini doppelganger nodded and Kushina took by the hand, gently leading her away. Though she didn't notice Kushina turn her head slightly and motion to Naruto to wait in the hall and pointed towards the East Forest. Naruto stuck his thumb up, understanding what the gesture meant, they would be paying a visit to Porlyusica's.

Later, outside the hermit's home, the two Uzumaki's waited, after fetching Makarov Erza had asked to speak in private with him. When they came out the guild master's face was solemn and hadn't said much as he guided Erza to Porlyusica's other than that she could potentially create a new eye for Erza. It had been several hours since then and at last, the door to the hideaway opened.

Makarov and Erza exited, with the redhead of the two now with two visible eyes and appeared as if she had been crying, strangely though, it was only on one side of her face. Quite excited to make a new friend, Naruto rushed ahead of Kushina, "Hey, so your name's Erza, right? Sorry about before, is it okay if I call you sis?" Naruto's question was innocent enough but Erza tensed up and went quiet.

Naruto realised he had said something wrong, "Sorry…" He apologised though he didn't know what quite for.

"It's okay," Erza replied, seeming to calm down, "Just, call me Erza, I'd still like to be your friend…" She continued before she realised that she didn't know his name.

"Naruto." He finished for her.

The barest trace of a smile found its way into her expression, "I'd still like to be your friend, Naruto." At that, Naruto grinned, though it might take some time for the new guild member to warm up to him, he was more than willing to be patient with her.

* * *

 **A/N 1: And finished for now! Hey, guys, I know it's been a while since I updated, and in that time, Fairy Tail ended or at least the main manga has (and no I don't plan to incorporate the 100 year quest). To say Fairy Tail fell from grace is… an understatement at best, rest assured that I hope to add some of my own ideas to make Fairy Tail at the very least, less of a mess than what it ended up being (I already have a full rewrite story up for those who are interested in something like that).**

 **A/N 2: Kind of going off from the first one, I know it's been about a year and a half since I uploaded the previous chapter and I want to say, I'm sorry it got that far. However, I have my reasons, college being the main one but also the subsequent rest from it, build up to my brother's wedding and just in general writer's block or wanting to do another story extended out the time it took me to update. Another thing that needs to be said, PLEASE FOR THE LOVE OF GOD DO NOT DEMAND UPDATES! I appreciate that this story is loved and I can't thank some of you enough for your patience with me but throughout my absence, there's been a particular person, they'll know who they are if they're reading this who has messaged me quite consistently demanding to know whether or not I'm going to update and believe it or not that attitude tends to set writer's back further. So please, I enjoy writing for you guys but also respect that outside of fanfiction, I'm my own person, my life can keep me busy and even though I have a plan for the story, sometimes I just don't know how long it will take for me to finish a chapter. Thank you for listening, now that that's off my chest…**

 **A/N 3: If you recall, I mentioned in an A/N in the first chapter that I was going to include an OC in this story and while this is still true, my initial plan was to include two OCs, one the mentor, the other the student who eventually joins FT. However, after some consideration, I have decided to include just the mentor OC after realising one of two Naruto characters would probably make a better option. I want you guys to vote on a poll on my profile who you think should be that character, these may sound random but there is a common ground between them that I aim to use for who they'll be in this story. Your options are: Konohamaru and Temari. I also plan to create a separate story detailing the life of the chosen character and the OC mentor.**

 **With that all out the way, I hope you enjoyed this chapter and I'll see you next time**!


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